Common use of Definitive Certificates Clause in Contracts

Definitive Certificates. If (a) the Clearing Agency or the Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If in respect of a Series (or Class within such Series) represented by one or more Global Securities (i) the Clearing Agency or the Servicer notifies Depositor advises the Trustee and the Securities Intermediary in writing that the Clearing Agency Depository is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates of such Series or Class and the Trustee Depositor does not appoint a successor within 90 days or the Servicer is unable to locate a qualified successor, (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Trustee and the Securities Intermediary in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates of such Series or Class through the Clearing Agency Depository, then the Depository shall notify all Beneficial Owners or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry Depository's system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, Series or Class and the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of definitive, fully registered Certificates ("Definitive Certificates") for such Series or Class to Beneficial Owners of such Series or Class requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates Global Securities of such Series or Class by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf upon receipt of a Depositor Order for the execution, authentication and delivery of Definitive Certificates of such Series or Class, will execute, authenticate and deliver Definitive Certificates of such Series or Class in an aggregate Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the Trust shall execute and Global Security or Securities representing Certificates of such Series or Class in exchange for such Global Security or Securities. None of the Depositor, the Certificate Registrar, the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust nor the Trustee Securities Intermediary 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 exchange of a Global Security for Definitive Certificates, such Global Security shall be cancelled by the Trustee. Definitive Certificates issued in exchange for a Global Security shall be registered in such names and in such Authorized Denominations as the Depository for such Global Security, pursuant to instructions from its Participants, any indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Certificates to the Person in whose names such Certificates are so registered. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon Series or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the TrusteeClass, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders holders of the Definitive Certificates of such Series or Class as Certificateholders hereunderHolders. (b) In addition, if the Depositor so specifies with respect to the Certificates of a given Series, a Beneficial Owner may, on terms acceptable to the Depositor and the Depository for such Global Security, receive individual Definitive Certificates in exchange for such beneficial interest. Upon the request of such Beneficial Owner, the Trustee upon receipt of a Depositor Order shall execute, authenticate and deliver, without service charge, (i) to each such Person specified, a new individual Certificate or Certificates of the same Series or Class, of any Authorized Denomination as requested by such Person in an aggregate Certificate Principal Balance or Notional Amount, as applicable, equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to such Depository a new Global Security in an Authorized Denomination equal to the difference, if any, between the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the surrendered Global Security and the aggregate Certificate Principal Balance or Notional Amount, as applicable, of individual Certificates delivered to Holders thereof. In any exchange provided for above, the Trustee, upon receipt of a Depositor Order, will execute, authenticate and deliver individual Certificates in registered form in Authorized Denominations.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the ServicerDepositor, to with the extent permitted by lawconsent of Depository Participants, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultDepository, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner’s Voting Rights in the issuance related Class of Definitive Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for all an equivalent Voting Right in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates all references herein to obligations imposed upon or and the Certificate Principal Balance being exchanged, the Depository Participant account to be performed by debited with the Clearing Agency shall be deemed to be imposed upon decrease, the registered Holder of and performed delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), to the extent applicable with respect to such Definitive Certificates, and (i) the Trustee shall recognize instruct the Holders Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of Definitive the definitive Certificate, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner’s Voting Rights in such Class of Certificates as Certificateholders hereunderand (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates.

Definitive Certificates. If (a) If (i) the Clearing Agency or Seller advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Seller is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Seller at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (c) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and the Owner Trustee shall recognize execute, and the Holders Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If (ai) the Clearing Agency or Administrator advises the Servicer notifies the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer Trust is unable to locate a qualified successor, ; (bii) the ServicerAdministrator, to the extent permitted by lawat its option, advises the Owner Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency Agency; or (ciii) after Certificate Owners representing beneficial interests aggregating at least a majority of the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of in the aggregate Class Principal Balance of such Certificates Trust advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesCertificate Owners, then the Trustee Clearing Agency shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificates Certificate by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf of the Trust shall execute and the Owner Trustee or any Authenticating Agent shall authenticate and deliver the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyTrust, the Servicer, Certificate Registrar or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If (a) the Clearing Agency or the Master Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Master Servicer is unable to locate a qualified successor, (b) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) Definitive Certificates will be issued to the owners of beneficial interests in a Global Certificate or their nominees if (i) the Clearing Agency or the Servicer notifies the Trustee Depositor and the Certificate Registrar in writing that the Clearing Agency is no longer willing unwilling or able unable to discharge properly its responsibilities continue as depositary for such Global Certificate and a qualifying successor depositary is not appointed by the Depositor within ninety (90) days thereof or (ii) the Trustee has instituted or caused to be instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Depositary this Agreement with respect to the Book-Entry Certificates and under such Global Certificate and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises advisable for the Trustee in writing or its custodian to obtain possession of such Global Certificate; provided, that it elects under no circumstances will Definitive Certificates be issued to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% Certificate Owners of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Regulation S Temporary Global Certificate. Upon notice of the occurrence of any such of the events described in the preceding sentence, the Certificate Registrar shall notify the Clearing Agency and request the Clearing Agency to notify all Certificate Owners, through the applicable Participants, of the occurrence of the event and of the availability of Definitive CertificatesCertificates to such Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the Book-Entry Global Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust Certificate Registrar shall execute execute, and the Trustee or any Authenticating Agent shall authenticate and deliver deliver, the Definitive Certificates. Neither None of the CompanyDepositor, the ServicerTrustee, the Trust nor Custodian, the Trustee Certificate Administrator 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 Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the TrusteeCertificate Registrar, to the extent applicable with respect to such Definitive Certificates, and the Certificate Registrar and the Trustee and the Certificate Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder. (b) If any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Definitive Certificate, subject to the restrictions on the transfer of such Definitive Certificate in Section 3.3. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of Section 3.3 applicable to transfers of Definitive Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (c) Distributions of principal and interest on the Definitive Certificates shall be made by the Certificate Administrator directly to holders of Definitive Certificates in accordance with the procedures set forth in this Agreement.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of Certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee Securities Administrator or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing Securities Administrator that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event either of Defaultthe events described in clauses (a) or (b) above, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% fifty one percent (51%) of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Securities Administrator and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such Class, then the Securities Administrator shall notify all Certificate Owners of such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust Securities Administrator shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeSecurities Administrator, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) Definitive Certificates will be issued to the owners of beneficial interests in a Global Certificate or their nominees if (i) the Clearing Agency or the Servicer notifies the Trustee Depositor and the Certificate Registrar in writing that the Clearing Agency is no longer willing unwilling or able unable to discharge properly its responsibilities continue as depositary for such Global Certificate and a qualifying successor depositary is not appointed by the Depositor within 90 days thereof, (ii) the Trustee has instituted or caused to be instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Depositary this Agreement with respect to the Book-Entry Certificates and under such Global Certificate and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises advisable for the Trustee in writing that it elects or its custodian to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency obtain possession of such Global Certificate, or (ciii) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the Certificate Owners representing a majority in aggregate Class Principal outstanding Certificate Balance of such Certificates Global Certificate advise the Trustee Clearing Agency through the Participants in writing (and the Clearing Agency through DTC Participants so advises the Depositor, the Certificate Registrar and the Master Servicer in writing writing) that the continuation in global form of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency being evidenced by such Global Certificate is no longer in the their best interests interests; provided, that under no circumstances will Definitive Certificates be issued to Certificate Owners of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Regulation S Temporary Global Certificate. Upon notice of the occurrence of any such of the events described in the preceding sentence, the Certificate Registrar shall notify the Clearing Agency and request the Clearing Agency to notify all Certificate Owners, through the applicable Participants, of the occurrence of the event and of the availability of Definitive CertificatesCertificates to such Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the Book-Entry Global Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust Certificate Registrar shall execute execute, and the Trustee or any Authenticating Agent shall authenticate and deliver deliver, the Definitive Certificates. Neither None of the CompanyDepositor, the ServicerTrustee, the Trust nor Paying Agent, the Trustee Certificate Registrar or the Fiscal Agent shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the TrusteeCertificate Registrar, to the extent applicable with respect to such Definitive Certificates, and the Certificate Registrar and the Trustee and the Paying Agent shall recognize the Holders of Definitive Certificates as Certificateholders hereunder. (b) Distributions of principal and interest on the Definitive Certificates shall be made by the Paying Agent directly to holders of Definitive Certificates in accordance with the procedures set forth in this Agreement.

Definitive Certificates. If (a) the Clearing Agency notifies the Certificate Administrator, if any, or the Servicer notifies the Trustee in writing that the Clearing Agency it is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer Certificate Administrator is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its option, advises the Certificate Administrator, if any, or the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66% of the aggregate Class Principal Balance of such Certificates advise the Certificate Administrator, if any, or the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify or cause to be notified all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the CompanyDepositor, the ServicerCertificate Administrator, if any, the Trust Authenticating Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive CertificatesCertificate Administrator, if any, and the Trustee Trustee, the Certificate Administrator, the Certificate Registrar and the Paying Agent shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If (i) the Clearing Agency or Depositor advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (i) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (ii) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (iii) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and the Owner Trustee shall recognize execute, and the Holders Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If (ai)(A) the Clearing Agency or the Master Servicer notifies advises the Trustee in writing that the Clearing Agency is no longer willing or able properly to discharge properly its responsibilities under the Depositary Agreement as depository with respect to the Book-Entry Certificates Certificates, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor, (bii) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or Agency, (ciii) after the occurrence of an Event dismissal or resignation of Defaultthe Master Servicer, Certificateholders holding Beneficial Owners representing aggregate Voting Interests of not less than 51% of the aggregate Voting Interests of each outstanding Class of Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and through the Clearing Agency through DTC and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesBeneficial Owners or (iv) upon the occurrence of the events specified in Section 4.07(g), the Trustee shall notify all Certificateholders of Book-Entry Certificates the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Beneficial Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing AgencyAgency of the Certificates held of record by its nominee, accompanied by registration reregistration instructions and directions to execute and authenticate new Certificates from the Clearing Agency for registrationMaster Servicer, the Trustee on behalf of the Trust shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and will bear all costs of, the Trustee or any Authenticating Agent shall authenticate printing and deliver the issuance of such Definitive Certificates. Neither the CompanySeller, the Servicer, the Trust Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee Securities Administrator or the Servicer Depositor is unable to locate a qualified successor, (b) the Servicer, to Depositor notifies the extent permitted by law, advises Securities Administrator and the Trustee in writing that it elects Depository of its intent to terminate the book-entry system with respect to through the Depository and, upon receipt of notice of such intent from the Depository, the Certificate Owners of the Book-Entry Certificates through the Clearing Agency agree to initiate such termination or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Securities Administrator and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee Securities Administrator shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Securities Administrator shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeSecurities Administrator, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or Servicer advises the Servicer notifies the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it Servicer at its option elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency Agency, or (c) after the occurrence of an Event of Servicing Termination or Event of Default, Certificateholders holding Book-Entry Certificate Owners of the Certificates evidencing Percentage Interests representing beneficial interests aggregating not less than 66⅔% a majority of the aggregate Class Principal Certificate Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants the Clearing Agency Participants, and the Owner Trustee, in writing writing, and if the Clearing Agency shall so notify the Owner Trustee, that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of Certificate Owners, then the Certificateholders with respect to such Certificates, the Owner Trustee shall notify all Certificateholders of Book-Entry Certificates the Clearing Agency of the occurrence of any such event, which shall be responsible to notify the Certificate Owners of the occurrence of such event and of the availability of the Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of shall execute, authenticate, or cause to be authenticated, and (if the Trust shall execute and Certificate Registrar is different than the Trustee or any Authenticating Agent shall authenticate and Owner Trustee, then the Certificate Registrar shall) deliver the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither the Company, the Servicer, the Trust Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the TrusteeCertificate Registrar, to the extent applicable with respect to such Definitive Certificates, and the Owner Trustee and the Paying Agent shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders. The Definitive Certificates shall be printed, lithographed or engraved or may be produced in any other matter as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof.

Definitive Certificates. If (a) the Clearing Agency or the Master Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Master Servicer is unable to locate a qualified successor, (b) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Master Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing Securities Administrator that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Securities Administrator and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such Class, then the Securities Administrator shall notify all Certificate Owners of such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust Securities Administrator shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeSecurities Administrator, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee and the Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) Except with respect to the Clearing Agency or Retained Certificate (which will be originally issued as a Definitive Certificate), if (i) the Servicer notifies Depositor advises the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Owner Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf of the Trust Issuer shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, the Servicer, Certificate Registrar or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee shall recognize such Holders of the Definitive Certificates as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all references herein or any portion of the Percentage Interest (subject to obligations imposed the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon or surrender thereof to be performed the Certificate Registrar accompanied by the Clearing Agency shall documents required by this Section 3.5. Such transfer may be deemed made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to be imposed the Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (c) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and performed receipt by the TrusteeCertificate Registrar of the transferor’s Certificate, to the extent applicable with respect to Certificate Registrar shall record the name of such Definitive Certificatestransferee as a Certificateholder and its Percentage Interest in the Certificate Register and the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall recognize execute, and the Holders Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If (a) If (i) the Clearing Agency or Depositor advises the Servicer notifies Certificate Registrar and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the any Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Certificate Registrar and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates effected Certificate Owners, the Certificate Registrar and the Owner Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Book-Entry Certificates to Certificate Owners requesting the same. Upon (x) the occurrence of either of the events set forth in the immediately preceding sentence and (y) the surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re- registration instructions from the Clearing Agency for registrationinstructions, the Trustee Owner Trustee, on behalf of the Trust Trust, shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver Definitive Certificates representing the Definitive Certificatesapplicable Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyTrust, the ServicerCertificate Registrar, the Trust nor Indenture Trustee or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Definitive Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. (b) If Exeter provides notice to the Owner Trustee and the Certificate Registrar in writing that the Seller or an Affiliate of the Seller is acquiring any Book-Entry Certificates on or after the Closing Date and that such Person has elected to exchange, at the time of such acquisition, such Book-Entry Certificates for all Definitive Certificates, such notice shall be provided no later than two (2) Business Days prior to such Person’s acquisition of such Certificates and shall specify (i) the date of such acquisition and exchange (the “DWAC Decrease Date”), (ii) the nominal principal amount of the Book-Entry Certificates immediately prior to the DWAC Decrease Date (the “Pre-DWAC Nominal Principal Amount”), (iii) the amount by which the Pre-DWAC Nominal Principal Amount will be decreased in connection with issuance of the corresponding Definitive Certificates (the “DWAC Decrease Amount”), (iv) the nominal principal amount of the Book-Entry Certificates, as decreased by the DWAC Decrease Amount (the “Post-DWAC Nominal Principal Amount”), and (v) the DTC participant number of the transferor. On the DWAC Decrease Date, the transferor of the Certificates all references herein to obligations imposed upon that are the subject of such exchange will initiate, or cause to be performed by initiated, a DWAC with the Clearing Agency in order to decrease the Pre-DWAC Nominal Principal Amount of the Book-Entry Certificates by the DWAC Decrease Amount. In connection with such DWAC Decrease Amount, upon confirmation by the Seller that such DWAC has occurred and on the DWAC Decrease Date, the Owner Trustee, on behalf of the Trust, shall execute and the Certificate Registrar shall authenticate and deliver one or more Definitive Certificates representing the applicable Certificates corresponding with such DWAC Decrease Amount to the Seller or such Affiliate, as applicable, in accordance with the re-registration instructions of the Seller and in accordance with Section 3.7 hereof. None of the Trust, the Certificate Registrar, the Indenture Trustee or the Owner Trustee shall be deemed to liable for any delay in delivery of such instructions and may conclusively rely on, and shall be imposed upon and performed by protected in relying on, such instructions. Upon the Trustee, to the extent applicable with respect to issuance of any such Definitive Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize the such Holders of the Definitive Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. (c) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Section 3.4 and Section 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Article III. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Certificate Registrar shall register and issue to such transferor a new Certificate evidencing such transferor’s new Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Certificate Registrar shall treat, for all purposes whatsoever (other than as required under applicable law), the Person in whose name any Certificate is registered as the sole owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. (d) Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Depositor advises the Servicer notifies the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee Servicer or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing Servicer that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Servicer and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee Servicer shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Servicer with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Servicer of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate at the written direction of the Depositor and the Servicer shall deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Servicer shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeServicer, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Servicer shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Clearing Agency or Master Servicer advises the Servicer notifies the Trustee Trust Administrator in writing that the Clearing Agency is no longer willing or able properly to discharge properly its responsibilities under the Depositary Agreement as depository with respect to the Book-Entry Certificates Certificates, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor, (bii) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee Trust Administrator in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event dismissal or resignation of Defaultthe Master Servicer, Certificateholders holding Beneficial Owners representing aggregate Voting Interests of not less than 51% of the aggregate Voting Interests of each outstanding Subclass of Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and Trust Administrator through the Clearing Agency through DTC and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesBeneficial Owners, the Trustee Trust Administrator shall notify all Certificateholders of Book-Entry Certificates the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Beneficial Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates Trust Administrator by the Clearing AgencyAgency of the Certificates held of record by its nominee, accompanied by registration reregistration instructions and directions to execute and authenticate new Certificates from the Clearing Agency for registrationMaster Servicer, the Trustee on behalf of the Trust Administrator shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and will bear all costs of, the Trustee or any Authenticating Agent shall authenticate printing and deliver the issuance of such Definitive Certificates. Neither the CompanySeller, the Master Servicer, the Trust Trustee nor the Trustee Trust Administrator shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises Depositor notifies the Trustee in writing that it elects and the Depository of its intent to terminate the book-entry system with respect to through the Depository and, upon receipt of notice of such intent from the Depository, the Certificate Owners of the Book-Entry Certificates through the Clearing Agency agree to initiate such termination or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates and the NIMs Insurer, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and the Trustee shall deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency notifies the Certificate Administrator, if any, or the Servicer notifies the Trustee in writing that the Clearing Agency it is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer Certificate Administrator is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its option, advises the Certificate Administrator, if any, or the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66% of the aggregate Class Principal Balance of such Certificates advise the Certificate Administrator, if any, or the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify or cause to be notified all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Book- Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the CompanyDepositor, the ServicerCertificate Administrator, if any, the Trust Authenticating Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive CertificatesCertificate Administrator, if any, and the Trustee Trustee, the Certificate Administrator, the Certificate Registrar and the Paying Agent shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If (i) the Clearing Agency or Seller advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Seller is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Seller at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Definitive Certificates as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all references herein or any portion of the Percentage Interest (subject to obligations imposed the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon or surrender thereof to be performed the Certificate Registrar accompanied by the Clearing Agency shall documents required by this Section 3.5. Such transfer may be deemed made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to be imposed the Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (c) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and performed receipt by the TrusteeCertificate Registrar of the transferor’s Certificate, to the extent applicable with respect to Certificate Registrar shall record the name of such Definitive Certificatestransferee as a Certificateholder and its Percentage Interest in the Certificate Register and the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall recognize execute, and the Holders Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If (a) If (i) the Clearing Agency or Depositor advises the Servicer notifies Certificate Registrar and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the any Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Certificate Registrar and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates effected Certificate Owners, the Certificate Registrar and the Owner Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Book-Entry Certificates to Certificate Owners requesting the same. Upon (x) the occurrence of either of the events set forth in the immediately preceding sentence and (y) the surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Trustee Owner Trustee, on behalf of the Trust Trust, shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver Definitive Certificates representing the Definitive Certificatesapplicable Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyTrust, the ServicerCertificate Registrar, the Trust nor Indenture Trustee or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Trustee Certificates, any Holder of a Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Section 3.4 and Section 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Article III. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall recognize record the Holders name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Certificate Registrar shall register and issue to such transferor a new Certificate evidencing such transferor’s new Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Certificate Registrar shall treat, for all purposes whatsoever (other than as required under applicable law), the Person in whose name any Certificate is registered as the sole owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If (ai) (A) the Clearing Agency or the Servicer notifies Transferor advises the Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates applicable Depository Agreement, and (B) the Trustee or the Servicer Transferor is unable to locate a qualified successor, (bii) the ServicerTransferor, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or Foreign Clearing Agency with respect to any Series of Certificates or (ciii) after the occurrence of an Event of a Servicer Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests Certificate Owners of a Series representing beneficial interests aggregating not less than 66⅔% 50% of the aggregate Class Principal Balance Investor Interest of such Certificates Series advise the Trustee and the applicable Clearing Agency or Foreign Clearing Agency through DTC the applicable Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesCertificate Owners, the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners of such Series requesting the same. Upon surrender to the Trustee of the Book-Entry Investor Certificates of such Series by the applicable Clearing Agency or Foreign Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency or Foreign Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver issue the Definitive CertificatesCertificates of such Series. Neither the Company, the Servicer, the Trust Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of such Series as Certificateholders of such Series hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If (i) the Clearing Agency or Seller advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Seller is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Seller at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Definitive Certificates as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all references herein or any portion of the Percentage Interest (subject to obligations imposed the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit C, (c) unless the transferee is a U.S. Affiliate of the Seller, an executed Certificate Investor Representation Letter in the form of Exhibit B (unless the Seller shall have received an opinion of nationally recognized tax counsel to the effect that such transfer without an executed Certificate Investor Representation Letter substantially in the form of Exhibit B will not cause the Issuer to be performed treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and the Seller shall have consented in writing that no such written representation letter is required) and (d) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Clearing Agency Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall be deemed to be imposed upon record the name of such transferee as a Certificateholder and performed by its Percentage Interest in the Trustee, to Certificate Register and the extent applicable with respect to such Definitive CertificatesOwner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall recognize execute, and the Holders Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. The Class IC Certificate and any residual amount Certificates described in Section 11.01 will be issued initially in fully registered, certificated form. If (ai)(A) the Clearing Agency or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Depository Agreement, and (B) the Trustee or the Servicer Depositor is unable to locate a qualified successor, (bii) the ServicerDepositor, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests Certificate Owners representing beneficial interests aggregating not less than 66⅔% 50% of the aggregate Class Principal Certificate Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesCertificate Owners, the Trustee shall notify all Certificateholders of Book-Entry Certificates the Clearing Agency of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver issue the Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon on or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or the Master Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Master Servicer is unable to locate a qualified successor, (b) the Master Servicer, to with the extent permitted by lawconsent of the related DTC Participants, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Master Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or the Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to with the extent permitted by lawconsent of the related DTC Participants, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Securities Administrator and the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee Securities Administrator or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Securities Administrator and the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Securities Administrator, the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee Securities Administrator shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and the Securities Administrator shall deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeSecurities Administrator, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If Book-Entry Certificates have been issued with respect to any Series or Class and (a) the Clearing Agency or the Servicer notifies Transferors advise the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry Certificates such Series or Class and the Trustee or the Servicer is Transferors are unable to locate a qualified successor, (b) the ServicerTransferors, to the extent permitted by lawat their option, advises advise the Trustee in writing that it elects they elect to terminate the book-entry system with respect to the Book-Entry Certificates such Series or Class through the Clearing Agency or (c) after the occurrence of an Event of a Servicer Default, Certificateholders holding Book-Entry Certificates Certificate Owners of such Series or Class evidencing Percentage Interests aggregating not less than 66⅔% 50% of the aggregate Class Principal Balance unpaid principal amount of such Certificates Series or Class advise the Trustee and the Clearing Agency through DTC the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Investor Certificates of such Series or Class through the Clearing Agency is no longer in the best interests of the Certificateholders Certificate Owners with respect to such Certificates, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust any Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

Definitive Certificates. If With respect to any Book-Entry Certificates, if (ai) the Clearing Agency or Administrator advises the Servicer notifies the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the such Book-Entry Certificates and the Trustee or the Servicer Administrator is unable to locate a qualified successor, (bii) the ServicerAdministrator, to the extent permitted by lawat its option, advises the Owner Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event of DefaultDefault or an Event of Servicing Termination, Certificateholders holding Certificate Owners with respect to Book-Entry Certificates evidencing Percentage Interests beneficial interests aggregating not less than 66⅔% a majority of the aggregate Class Principal Certificate Balance of such Certificates advise the Owner Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesCertificate Owners, then the Trustee Clearing Agency shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to the Certificate Owners. Upon surrender to the Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver the Definitive CertificatesCertificates in accordance with the written instructions of the Clearing Agency. Neither None of the CompanyTrust, the Servicer, Certificate Registrar or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of to Certificate Owners, the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Owner Trustee shall recognize the Holders holders of such Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If (a) As described in Section 3.3, the Clearing Agency or Certificates shall initially be issued as Definitive Certificates. Furthermore, if (i) the Servicer notifies Depositor advises the Trustee Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the any Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Trustee Certificate Registrar in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates effected Certificate Owners, the Certificate Registrar and the Owner Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Book-Entry Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver Definitive Certificates representing the Definitive Certificatesapplicable Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyTrust, the Servicer, Certificate Registrar or the Trust nor the Owner 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. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Section 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Article III. Upon Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Certificate Registrar shall register and issue to such transferor a new Certificate evidencing such transferor’s new Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Certificate Registrar shall treat, for all purposes whatsoever (other than as required under applicable law), the Person in whose name any Certificate is registered as the sole owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates will not be eligible for all of the Certificates all references herein to obligations imposed upon clearing or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trusteesettlement through DTC, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunderEuroclear or Clearstream.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Depositor advises the Servicer notifies the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee Servicer or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing Servicer that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Servicer and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee Servicer shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Servicer with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Servicer of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and the Servicer shall deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Servicer shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeServicer, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Servicer shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Clearing Agency or Master Servicer advises the Servicer notifies the Trustee Trust Administrator in writing that the Clearing Agency is no longer willing or able properly to discharge properly its responsibilities under the Depositary Agreement as depository with respect to the Book-Entry Certificates Certificates, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor, (bii) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee Trust Administrator in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event dismissal or resignation of Defaultthe Master Servicer, Certificateholders holding Beneficial Owners representing aggregate Voting Interests of not less than 51% of the aggregate Voting Interests of each outstanding Class of Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and Trust Administrator through the Clearing Agency through DTC and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, Beneficial Owners the Trustee Trust Administrator shall notify all Certificateholders of Book-Entry Certificates the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Beneficial Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates Trust Administrator by the Clearing AgencyAgency of the Certificates held of record by its nominee, accompanied by registration reregistration instructions and directions to execute and authenticate new Certificates from the Clearing Agency for registrationMaster Servicer, the Trustee on behalf of the Trust Administrator shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and will bear all costs of, the Trustee or any Authenticating Agent shall authenticate printing and deliver the issuance of such Definitive Certificates. Neither the CompanySeller, the Master Servicer, the Trust Trustee nor the Trustee Trust Administrator shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Clearing Agency or Master Servicer advises the Servicer notifies the Trustee Trust Administrator in writing that the Clearing Agency is no longer willing or able properly to discharge properly its responsibilities under the Depositary Agreement as depository with respect to the Book-Entry Certificates Certificates, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor, (bii) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee Trust Administrator in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event dismissal or resignation of Defaultthe Master Servicer, Certificateholders holding Beneficial Owners representing aggregate Voting Interests of not less than 51% of the aggregate Voting Interests of each outstanding Class of Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and Trust Administrator through the Clearing Agency through DTC and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesBeneficial Owners, the Trustee Trust Administrator shall notify all Certificateholders of Book-Entry Certificates the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Beneficial Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates Trust Administrator by the Clearing AgencyAgency of the Certificates held of record by its nominee, accompanied by registration reregistration instructions and directions to execute and authenticate new Certificates from the Clearing Agency for registrationMaster Servicer, the Trustee on behalf of the Trust Administrator shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and will bear all costs of, the Trustee or any Authenticating Agent shall authenticate printing and deliver the issuance of such Definitive Certificates. Neither the CompanySeller, the Master Servicer, the Trust Trustee nor the Trustee Trust Administrator shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or the Master Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Master Servicer is unable to locate a qualified successor, (b) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66?% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Master Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates and the NIMs Insurer, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If (i) the Clearing Agency or Depositor advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by such Certificateholder’s attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (i) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (ii) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (iii) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and the Owner Trustee shall recognize execute, and the Holders Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If for any Certificates issued as Book-Entry Certificates (ai) the Clearing Agency or Administrator advises the Servicer notifies the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry such Certificates and the Trustee or Administrator on behalf of the Servicer Issuer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency ; or (cii) after the occurrence of an Event of DefaultDefault or a Servicer Termination Event, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating Certificate Owners representing not less than 66⅔% a majority of the aggregate Class Principal Balance of such Certificates Percentage Interests advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of such Certificate Owners, then the Certificateholders with respect to such Certificates, the Trustee Clearing Agency shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Owner Trustee in writing of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to such Certificate Owners requesting the same. Upon surrender to the Owner Trustee of the typewritten Certificate or Certificates representing such Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute, and the Owner Trustee shall authenticate, the related Definitive Certificates in accordance with the instructions from of the Clearing Agency for registrationAgency. None of the Issuer, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the CompanyAdministrator, the Servicer, Certificate Registrar or the Trust nor the Owner 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 Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, the Issuer, the Certificate Registrar and the Owner Trustee shall recognize the Holders holders of such Definitive Certificates as Certificateholders hereunderCertificateholders. The Owner Trustee shall not be liable if the Administrator is unable to locate a qualified successor Clearing Agency.

Definitive Certificates. If (a) the Clearing Agency or the Servicer notifies the advises Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, Servicer at its option advises the Owner Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Owners of Certificates evidencing Percentage Interests representing beneficial interests aggregating not less than 66⅔% at least a majority of the aggregate Class Principal Certificate Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants and Owner Trustee in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests interest of the Certificateholders with respect to such Owners of Certificates, then the Trustee Clearing Agency shall notify all Certificateholders of Book-Entry Certificates Owners and Owner Trustee of the occurrence of any such event and of the availability of the Definitive CertificatesCertificates to Owners requesting the same. Upon surrender to the Owner Trustee of the Book-typewritten Certificate or Certificates representing the Book Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee authenticate, or any Authenticating Agent shall authenticate and deliver cause to be authenticated, the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither the Company, the Servicer, the Trust Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Owner Trustee and the Trustee each Paying Agent shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders. The Definitive Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to Owner Trustee, as evidenced by its execution thereof.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises Depositor notifies the Trustee in writing that it elects and the Depository of its intent to terminate the book-book entry system with respect to through the Depository and, upon receipt of notice of such intent from the Depository, the Certificate Owners of the Book-Entry Certificates through the Clearing Agency agree to initiate such termination or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates and the NIMs Insurer, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai) the Clearing Agency or Administrator advises the Servicer notifies the Eligible Lender Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Trust Certificates, and the Trustee or the Servicer Administrator is unable to locate a qualified successor, (bii) the Servicer, to the extent permitted by law, Administrator at its option advises the Eligible Lender Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests a Servicer Default or an Administrator Default, Certificate Owners representing beneficial interests aggregating not less than 66⅔% at least a majority of the aggregate Class Principal Certificate Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants (which shall then notify the Eligible Lender Trustee) in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests interest of the Certificateholders with respect to such CertificatesCertificate Owners, then the Eligible Lender Trustee shall cause the Clearing Agency to notify all Certificateholders of Book-Entry Certificates Certificate Owners of the occurrence of any such event and of the availability of the Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Eligible Lender Trustee of the typewritten Trust Certificate or Trust Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Eligible Lender Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither the Company, the Servicer, the Trust Certificate Registrar nor the Eligible Lender Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Eligible Lender Trustee shall recognize the Holders registered holders of the Definitive Certificates as Certificateholders hereunderCertificateholders. The Definitive Certificates shall, at the expense of the Depositor, be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Eligible Lender Trustee, as evidenced by its execution thereof.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultDepository, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's Voting Rights in the issuance related Class of Definitive Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for all an equivalent Voting Right in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates all references herein to obligations imposed upon or and the Certificate Principal Balance being exchanged, the Depository Participant account to be performed by debited with the Clearing Agency shall be deemed to be imposed upon decrease, the registered holder of and performed delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), to the extent applicable with respect to such Definitive Certificates, and (i) the Trustee shall recognize instruct the Holders Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of Definitive the definitive Certificate, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner's Voting Rights in such Class of Certificates as Certificateholders hereunderand (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates.

Definitive Certificates. If If: (ai) the Clearing Agency or the Servicer Depository notifies the Trustee in writing Company that the Clearing Agency it is no longer willing unwilling or able unable to discharge properly continue its responsibilities under the Depositary Agreement services as securities depository with respect to the Book-Entry Certificates Units and no successor Depository has been appointed pursuant to Section 3.08 within 90 days after the Company’s receipt of such notice; (ii) the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depository is required to be so registered to act as the Depository and the Trustee Company receives notice of such cessation, and no successor Depository has been appointed pursuant to Section 3.08 within 90 days after the Company’s receipt of such notice or the Servicer is unable to locate a qualified successor, Company’s becoming aware of such cessation; or (biii) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system any Event of Default with respect to the Book-Entry Certificates through the Clearing Agency Notes, or (c) any event that after the occurrence notice or lapse of time would constitute an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system Default with respect to the Book-Entry Notes, has occurred and is continuing, or the Company has failed to perform any of its obligations under this Agreement, the Units or the Purchase Contracts, and any Beneficial Owner requests that its beneficial interest be exchanged for a definitive Certificate; then (x) definitive Certificates through shall be prepared by the Clearing Agency is no longer in the best interests of the Certificateholders Company with respect to such CertificatesUnits and delivered to the Purchase Contract Agent, the Trustee shall notify all Certificateholders of Book-Entry Certificates together with an Issuer Order for authentication and (y) upon surrender of the occurrence of any such event and of Global Certificates representing the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates Units by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with instructions provided by the Depository; provided that in the case of clause (iii) only the beneficial interests of the Trust Beneficial Owners so requesting shall execute be exchanged for definitive Certificates, and the Trustee or any Authenticating aggregate number of Units represented by the Global Certificate will be reduced accordingly, in accordance with Applicable Procedures and standing arrangements between the Purchase Contract Agent and the Depository. The Company and the Purchase Contract Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust nor the Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, on and shall be authorized and protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all Each definitive Certificate so delivered shall evidence Units of the Certificates all references herein to obligations imposed upon same kind and tenor as the Global Certificate (or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with beneficial interests in a Global Certificate) so surrendered in respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunderthereof.

Definitive Certificates. If (a) the Clearing Agency or the Servicer notifies the Trustee in writing that the Clearing Agency it is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify or cause to be notified all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the CompanyDepositor, the Servicer, the Trust Authenticating Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee Trustee, the Certificate Registrar and the Paying Agent shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) Definitive Certificates will be issued to the owners of beneficial interests in a Global Certificate or their nominees if (i) the Clearing Agency or the Servicer notifies the Trustee Depositor and the Certificate Registrar in writing that the Clearing Agency is no longer willing unwilling or able unable to discharge properly its responsibilities continue as depositary for such Global Certificate and a qualifying successor depositary is not appointed by the Depositor within ninety (90) days thereof or (ii) the Trustee has instituted or caused to be instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Depositary this Agreement with respect to the Book-Entry Certificates and under such Global Certificate and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises advisable for the Trustee in writing or its custodian to obtain possession of such Global Certificate; provided, that it elects under no circumstances will Definitive Certificates be issued to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% Certificate Owners of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Regulation S Temporary Global Certificate. Upon notice of the occurrence of any such of the events described in the preceding sentence, the Certificate Registrar shall notify the Clearing Agency and request the Clearing Agency to notify all Certificate Owners, through the applicable Participants, of the occurrence of the event and of the availability of Definitive CertificatesCertificates to such Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the Book-Entry Global Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust Certificate Registrar shall execute execute, and the Trustee or any Authenticating Agent shall authenticate and deliver deliver, the Definitive Certificates. Neither None of the CompanyDepositor, the ServicerTrustee, the Trust nor Certificate Administrator or the Trustee 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 Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the TrusteeCertificate Registrar, to the extent applicable with respect to such Definitive Certificates, and the Certificate Registrar and the Trustee and the Certificate Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder. (b) If any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Definitive Certificate, subject to the restrictions on the transfer of such Definitive Certificate in Section 3.3. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of Section 3.3 applicable to transfers of Definitive Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (c) Distributions of principal and interest on the Definitive Certificates shall be made by the Certificate Administrator directly to holders of Definitive Certificates in accordance with the procedures set forth in this Agreement.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency or Depositor advises the Master Servicer notifies the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee Master Servicer or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing Master Servicer that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Master Servicer and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such Class, then the Master Servicer shall notify all Certificate Owners of such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Master Servicer with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Master Servicer or the Master Servicer of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and the Master Servicer shall deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Master Servicer shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeMaster Servicer, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Master Servicer shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates and the NIM Insurer, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or the Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder. In addition, if so permitted under the procedures of the Clearing Agency, a Beneficial Holder of an entire Class of Book-Entry Certificates may elect to terminate the book-entry system with respect to such Class in accordance with such procedures.

Definitive Certificates. If (ai)(A) the Clearing Agency or Master Servicer advises the Servicer notifies the Trustee Trust Administrator in writing that the Clearing Agency is no longer willing or able properly to discharge properly its responsibilities under the Depositary Agreement as depository with respect to the Book-Entry Certificates Certificates, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor, (bii) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee Trust Administrator in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or Agency, (ciii) after the occurrence of an Event dismissal or resignation of Defaultthe Master Servicer, Certificateholders holding Beneficial Owners representing aggregate Voting Interests of not less than 51% of the aggregate Voting Interests of each outstanding Class of Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and Trust Administrator through the Clearing Agency through DTC and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesBeneficial Owners or (iv) upon the occurrence of the events specified in Section 4.07(g), the Trustee Trust Administrator shall notify all Certificateholders of Book-Entry Certificates the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Beneficial Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates Trust Administrator by the Clearing AgencyAgency of the Certificates held of record by its nominee, accompanied by registration reregistration instructions and directions to execute and authenticate new Certificates from the Clearing Agency for registrationMaster Servicer, the Trustee on behalf of the Trust Administrator shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and will bear all costs of, the Trustee or any Authenticating Agent shall authenticate printing and deliver the issuance of such Definitive Certificates. Neither the CompanySeller, the Master Servicer, the Trust Trustee nor the Trustee Trust Administrator shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or the Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Certificate Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If Book-Entry Certificates have been issued with respect to any Series or Class and (a) the Clearing Agency or the Servicer notifies Sellers advise the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry Certificates such Series or Class and the Trustee or the Servicer is Sellers are unable to locate a qualified successor, (b) the ServicerSellers, to the extent permitted by lawat their option, advises advise the Trustee in writing that it elects they elect to terminate the book-entry system with respect to the Book-Entry Certificates such Series or Class through the Clearing Agency or (c) after the occurrence of an Event of a Servicer Default, Certificateholders holding Book-Entry Certificates Certificate Owners of such Series or Class evidencing Percentage Interests aggregating not less than 66⅔% 50% of the aggregate Class Principal Balance unpaid principal amount of such Certificates Series or Class advise the Trustee and the Clearing Agency through DTC the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Investor Certificates of such Series or Class through the Clearing Agency is no longer in the best interests of the Certificateholders Certificate Owners with respect to such Certificates, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Sellers nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or the Master Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Master Servicer is unable to locate a qualified successor, (b) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66 2/3% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Master Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If Book-Entry Certificates have been issued with respect to any Series or Class and (a) the Clearing Agency or the Servicer notifies Transferor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates such Series or Class and the Trustee or the Servicer Transferor is unable to locate a qualified successor, (b) the ServicerTransferor, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates such Series or Class through the Clearing Agency or (c) after the occurrence of an Event of a Servicer Default, Certificateholders holding Book-Entry Certificates Certificate Owners of such Series or Class evidencing Percentage Interests aggregating not less than 66⅔% 50% of the aggregate Class Principal Balance unpaid principal amount of such Certificates Series or Class advise the Trustee Trustee, the Transferor and the Clearing Agency through DTC the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Investor Certificates of such Series or Class through the Clearing Agency is no longer in the best interests of the Certificateholders Certificate Owners with respect to such Certificates, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust Transferor shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

Definitive Certificates. If (ai) the Clearing Agency or the Servicer notifies advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests Certificate Owners representing beneficial interests aggregating not less than 66⅔% a majority of the aggregate Class Principal Balance outstanding principal amount of such the Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesCertificate Owners, then the Trustee Clearing Agency shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the typewritten Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyDepositor, the Servicer, the Trust nor Certificate Registrar or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Definitive Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Trustee, as evidenced by its execution thereof.

Definitive Certificates. If (a) the Clearing Agency or the Master Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Master Servicer is unable to locate a qualified successor, (b) the Master Servicer, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% 66% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the ServicerDepositor, to with the extent permitted by lawconsent of Depository Participants, advises the Trustee in writing Securities Administrator that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency or (c) after Depository, then the occurrence Securities Administrator shall notify all Certificate Owners of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust Securities Administrator shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner’s Voting Rights in the issuance related Class of Definitive Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for all an equivalent Voting Right in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered Holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of the Certificates all references herein to obligations imposed upon or to be performed definitive Certificate, (ii) the Securities Administrator shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Clearing Agency Depository, a definitive Certificate evidencing such Certificate Owner’s Voting Rights in such Class of Certificates and (iii) the Securities Administrator shall be deemed to be imposed upon execute and performed authenticate a new Book-Entry Certificate reflecting the reduction in the Certificate Principal Balance of such Class of Certificates by the Trustee, to amount of the extent applicable with respect to such Definitive definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If (i) the Clearing Agency or Seller advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Seller is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Seller at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Definitive Certificates as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all references herein or any portion of the Percentage Interest (subject to obligations imposed the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit C, (c) unless the transferee is a U.S. Affiliate of the Seller, an executed Certificate Investor Representation Letter in the form of Exhibit B (unless the Seller shall have received an opinion of nationally recognized tax counsel to the effect that such transfer without an executed Certificate Investor Representation Letter substantially in the form of Exhibit B will not cause the Issuer to be performed treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and the Seller shall have consented in writing that no such written representation letter is required) and (d) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Clearing Agency Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall be deemed to be imposed upon record the name of such transferee as a Certificateholder and performed by its Percentage Interest in the Trustee, to Certificate Register and the extent applicable with respect to such Definitive CertificatesOwner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall recognize execute, and the Holders Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If (a) If (i) the Clearing Agency or Depositor advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Certificate Registrar shall promptly notify the Owner Trustee thereof, and the Owner Trustee shall execute, in the name of and on behalf of the Trust shall execute Issuer, and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by such Certificateholder’s attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (i) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (ii) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (iii) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register, and shall notify the Owner Trustee thereof, whereupon the Owner Trustee shall execute, in the name of and on behalf of the Issuer, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall recognize execute, in the Holders name of and on behalf of the Issuer, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, in the name of and on behalf of the Issuer, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises Depositor notifies the Trustee in writing that it elects and the Depository of its intent to terminate the book-entry system with respect to through the Depository and, upon receipt of notice of such intent from the Depository, the Certificate Owners of the Book-Entry Certificates through the Clearing Agency agree to initiate such termination or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates and the NIMs Insurer of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and the Trustee shall deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or the Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to with the extent permitted by lawconsent of the related DTC Participants, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Clearing Agency or the (i) Servicer notifies the advises Trustee in writing that the Clearing Agency is no longer willing or able properly to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry Certificates and the (ii) Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Defaulta Servicer Termination Event, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating Certificate Owners representing in the aggregate not less than 66⅔% a majority of the aggregate Class Principal Balance outstanding principal balance of such Certificates the Certificates, advise the Trustee and the Clearing Agency through DTC the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the Certificate Owners’ best interests of the Certificateholders with respect to such Certificatesinterests, the Trustee shall notify all Certificateholders of Book-Entry Certificates the Clearing Agency which shall be responsible to notify the Certificate Owners of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to Trustee by the Trustee Clearing Agency of the Book-Entry Certificates by registered in the name of the nominee of the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registration, the Trustee shall execute, on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall Trust, authenticate and deliver Definitive Certificates in accordance with such instructions. Seller shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the CompanySeller, the Servicer, the Trust Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders Holders hereunder.

Definitive Certificates. If If: (ai) the Clearing Agency or the Servicer Depository notifies the Trustee in writing Company that the Clearing Agency it is no longer willing unwilling or able unable to discharge properly continue its responsibilities under the Depositary Agreement services as securities depository with respect to the Book-Entry Certificates Units and no successor Depository has been appointed pursuant to Section 3.08 within 90 days after the Company’s receipt of such notice; (ii) the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depository is required to be so registered to act as the Depository and the Trustee Company receives notice of such cessation, and no successor Depository has been appointed pursuant to Section 3.08 within 90 days after the Company’s receipt of such notice or the Servicer is unable to locate a qualified successor, Company’s becoming aware of such cessation; or (biii) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system any Event of Default with respect to the Book-Entry Certificates through the Clearing Agency Notes, or (c) any event that after the occurrence notice or lapse of time would constitute an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system Default with respect to the Book-Entry Notes, has occurred and is continuing, or the Company has failed to perform any of its obligations under this Agreement, the Units or the Purchase Contracts, and any Beneficial Owner requests that its beneficial interest be exchanged for a definitive Certificate; then (x) definitive Certificates through shall be prepared by the Clearing Agency is no longer in the best interests of the Certificateholders Company with respect to such CertificatesUnits and delivered to the Purchase Contract Agent, the Trustee shall notify all Certificateholders of Book-Entry Certificates together with an Issuer Order for authentication and (y) upon surrender of the occurrence of any such event and of Global Certificates representing the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates Units by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with instructions provided by the Depository; provided that in the case of clause (iii) only the beneficial interests of the Trust Beneficial Owners so requesting shall execute be exchanged for definitive Certificates, and the Trustee or any Authenticating aggregate number of Units represented by the Global Certificate will be reduced accordingly, in accordance with standing arrangements between the Purchase Contract Agent and the Depository. The Company and the Purchase Contract Agent shall authenticate and deliver the Definitive Certificates. Neither the Company, the Servicer, the Trust nor the Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, on and shall be authorized and protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all Each definitive Certificate so delivered shall evidence Units of the Certificates all references herein to obligations imposed upon same kind and tenor as the Global Certificate (or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with beneficial interests in a Global Certificate) so surrendered in respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunderthereof.

Definitive Certificates. If (a) Definitive Certificates will be issued to the owners of beneficial interests in a Global Certificate or their nominees if (i) the Clearing Agency or the Servicer notifies the Trustee Depositor and the Certificate Registrar in writing that the Clearing Agency is no longer willing unwilling or able unable to discharge properly its responsibilities continue as depositary for such Global Certificate and a qualifying successor depositary is not appointed by the Depositor within 90 days thereof, (ii) the Trustee has instituted or caused to be instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Depositary this Agreement with respect to the Book-Entry Certificates and under such Global Certificate and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises advisable for the Trustee in writing that it elects or its custodian to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency obtain possession of such Global Certificate, or (ciii) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the Certificate Owners representing a majority in aggregate Class Principal outstanding Certificate Balance of such Certificates Global Certificate advise the Trustee Clearing Agency through the Participants in writing (and the Clearing Agency through DTC Participants so advises the Depositor, the Certificate Registrar and the Master Servicer in writing writing) that the continuation in global form of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency being evidenced by such Global Certificate is no longer in the their best interests interests; provided, that under no circumstances will Definitive Certificates be issued to Certificate Owners of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Regulation S Temporary Global Certificate. Upon notice of the occurrence of any such of the events described in the preceding sentence, the Certificate Registrar shall notify the Clearing Agency and request the Clearing Agency to notify all Certificate Owners, through the applicable Participants, of the occurrence of the event and of the availability of Definitive CertificatesCertificates to such Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the Book-Entry Global Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust Certificate Registrar shall execute execute, and the Trustee or any Authenticating Agent shall authenticate and deliver deliver, the Definitive Certificates. Neither None of the CompanyDepositor, the ServicerTrustee, the Trust nor Paying Agent or the Trustee 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 Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the TrusteeCertificate Registrar, to the extent applicable with respect to such Definitive Certificates, and the Certificate Registrar and the Trustee and the Paying Agent shall recognize the Holders of Definitive Certificates as Certificateholders hereunder. (b) Distributions of principal and interest on the Definitive Certificates shall be made by the Paying Agent directly to holders of Definitive Certificates in accordance with the procedures set forth in this Agreement.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultDepository, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's Voting Rights in the issuance related Class of Definitive Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for all an equivalent Voting Right in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates all references herein to obligations imposed upon or and the Current Principal Amount being exchanged, the Depository Participant account to be performed by debited with the Clearing Agency shall be deemed to be imposed upon decrease, the registered holder of and performed delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), to the extent applicable with respect to such Definitive Certificates, and (i) the Trustee shall recognize instruct the Holders Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of Definitive the definitive Certificate, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner's Voting Rights in such Class of Certificates as Certificateholders hereunderand (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates.

Definitive Certificates. If If, after Global Certificates have been issued with respect to the Class A Certificates, (a) the Clearing Agency or the Servicer notifies advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Book-Entry Certificate Owners of such Global Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by the related Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders Certificate Owners with respect to such Certificates, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Class of Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates for such Class to Certificate Owners requesting the same. The Servicer shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the CompanyContract Seller, the Servicer, the Trust Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai) (A) the Clearing Agency or the Servicer notifies Transferor advises the Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to applicable Depository Agreement, and (B) the Book-Entry Certificates and the Trustee or the Servicer Transferor is unable to locate a qualified successor, (bii) the ServicerTransferor, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or Foreign Clearing Agency with respect to any Series of Certificates or (ciii) after the occurrence of an Event of a Servicer Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests Certificate Owners of a Series representing beneficial interests aggregating not less than 66⅔% 50% of the aggregate Class Principal Balance Invested Amount of such Certificates Series advise the Trustee and the applicable Clearing Agency or Foreign Clearing Agency through DTC the applicable Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of the Certificateholders with respect to such CertificatesCertificate Owners, the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners of such Series requesting the same. Upon surrender to the Trustee of the Book-Entry Investor Certificates of such Series by the applicable Clearing Agency or Foreign Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency or Foreign Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver issue the Definitive CertificatesCertificates of such Series. Neither the Company, the Servicer, the Trust Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of such Series as Certificateholders of such Series hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, or (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises Depositor notifies the Trustee in writing that it elects and the Depository of its intent to terminate the book-entry system with respect to through the Depository and, upon receipt of notice of such intent from the Depository, the Certificate Owners of the Book-Entry Certificates through the Clearing Agency agree to initiate such termination or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and the Trustee shall deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing Securities Administrator that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Securities Administrator and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such Class, then the Securities Administrator shall notify all Certificate Owners of such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust Securities Administrator shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeSecurities Administrator, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner’s Voting Rights in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Voting Right in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner’s Voting Rights in such Class of Certificates and (iii) the Securities Administrator shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing Securities Administrator that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Securities Administrator and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such Class, then the Securities Administrator shall notify all Certificate Owners of such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust Securities Administrator shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeSecurities Administrator, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the ServicerDepositor, to with the extent permitted by lawconsent of Depository Participants, advises the Trustee in writing Securities Administrator that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency or (c) after Depository, then the occurrence Securities Administrator shall notify all Certificate Owners of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust Securities Administrator shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner’s Voting Rights in the issuance related Class of Definitive Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for all an equivalent Voting Right in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of the Certificates all references herein to obligations imposed upon or to be performed definitive Certificate, (ii) the Securities Administrator shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Clearing Agency Depository, a definitive Certificate evidencing such Certificate Owner’s Voting Rights in such Class of Certificates and (iii) the Securities Administrator shall be deemed to be imposed upon execute and performed authenticate a new Book-Entry Certificate reflecting the reduction in the Certificate Principal Balance of such Class of Certificates by the Trustee, to amount of the extent applicable with respect to such Definitive definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If, after Book-Entry Certificates have been issued with respect to any Certificates, (i) the Clearing Agency Depository or the Servicer notifies Depositor advises the Securities Administrator and the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee Securities Administrator or the Servicer Depositor is unable to locate a qualified successor, (bii) the Servicer, to Depositor notifies the extent permitted by law, advises the Trustee in writing that it elects Securities Administrator of its intent to terminate the book-entry system with respect to through the Depository and, upon receipt of notice of such intent from the Depository, the Certificate Owners of the Book-Entry Certificates through the Clearing Agency agree to initiate such termination or (ciii) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Securities Administrator, the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee Securities Administrator shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates and the NIMs Insurer, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Securities Administrator shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeSecurities Administrator, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder. (b) Any Privately Offered Certificate sold to an "accredited investor" (as defined under Rule 501(a)(1), (2), (3) or (7) under the Securities Act) shall be issued in the form of one or more Definitive Certificates. The Securities Administrator will effect such transfer in accordance with its customary procedures.

Definitive Certificates. If (a) If (i) the Clearing Agency or Depositor advises the Servicer notifies the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Owner Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf of the Trust Issuer shall execute and the Owner Trustee or any Authenticating Agent shall authenticate and deliver Definitive Certificates representing the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, the Servicer, Certificate Registrar or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of representing the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Owner Trustee shall recognize the such Holders of the Definitive Certificates as Certificateholders hereunderthe applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Owner Trustee, and with such signature guarantees and evidence of authority of the Person signing the instrument of transfer as the Owner Trustee may reasonably require, and accompanied by the documents required by this Article III. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of the transferee as a Certificateholder and its Percentage Interest in the Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new Percentage Interest and shall issue, execute and deliver to the transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever (other than as required under applicable law), the Person in whose name any Certificate is registered as the sole owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% having over 50% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If So long as any Book-Entry Certificates are outstanding, if (ai) the Clearing Agency or the Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Servicer Issuer is unable to locate a qualified successor, (bii) the Servicer, to the extent permitted by law, Issuer at its option advises the Owner Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event of DefaultDefault under the Indenture, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests Certificate Owners representing beneficial interests aggregating not less than 66⅔% at least a majority of the aggregate Class Principal Balance of such Certificates Voting Rights advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests interest of the Certificateholders with respect to such CertificatesCertificate Owners, then the Trustee Clearing Agency shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Owner Trustee of the occurrence of any such event and of the availability of the Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither the Company, the Servicer, the Trust Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders. The Definitive Certificates shall be issued in definitive, fully registered form and shall be printed, lithographed or engraved or produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof.

Definitive Certificates. If (ai) (A) the Clearing Agency or the Servicer notifies Seller advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry Certificates and (B) the Trustee or the Servicer Seller is unable to locate a qualified successor, (bii) the ServicerSeller, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event of DefaultServicing Termination, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating with respect to the Class A Certificates, Class A Certificate Owners representing in the aggregate not less than 66⅔% a majority of the aggregate outstanding principal balance of the Class Principal Balance A Certificates or, with respect to the Class B Certificates, Class B Certificate Owners representing in the aggregate not less than a majority of such Certificates the aggregate outstanding principal balance of the Class B Certificates, advise the Trustee and the Clearing Agency through DTC the Clearing Agency Participants in writing writing, and the Clearing Agency shall so notify the Trustee, that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the Class A Certificate Owners' or the Class B Certificate Owners', as the case may be, best interests of the Certificateholders with respect to such Certificatesinterests, the Trustee shall notify all Certificateholders of Book-Entry Certificates the Clearing Agency, which shall be responsible to notify the Class A Certificate Owners or the Class B Certificate Owners or both, as the case may be, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Class A Certificate Owners or Class B Certificate Owners or both, as the case may be, requesting the same. Upon surrender to the Trustee by the Clearing Agency of the Book-Entry Class A Certificates by or the Class B Certificates or both, as the case may be, registered in the name of the nominee of the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registration, the Trustee shall execute, on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall Trust, authenticate and deliver Definitive Certificates in accordance with such instructions. The Seller shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the CompanySeller, the Servicer, the Trust Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders holders of the Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of Book-Entry Certificates such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If (i) the Clearing Agency or Seller advises the Servicer notifies the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Seller is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Seller at its option advises the Owner Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Trustee on behalf of the Trust Issuer shall execute and the Owner Trustee or any Authenticating Agent shall authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar or the Servicer, the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates representing the Certificates, the Owner Trustee shall recognize such Holders of the Definitive Certificates as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit C, (c) unless the transferee is a U.S. Affiliate of the Seller, an executed Certificate Investor Representation Letter in the form of Exhibit B (unless the Seller shall have received an opinion of nationally recognized tax counsel to the effect that such transfer without an executed Certificate Investor Representation Letter in the form of Exhibit B will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and the Seller shall consent in writing that no such written representation letter is required) and (d) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, purposes whatsoever (other than to the extent applicable with respect to provided in Section 3.7), the Person in whose name any Certificate is registered as the sole owner of the Percentage Interest evidenced by such Definitive Certificates, and the Trustee shall recognize the Holders of Certificate. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depository or the Servicer notifies Depositor advises the Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event of Default, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% 51% of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such CertificatesClass, then the Trustee shall notify all Certificateholders Certificate Owners of such Book-Entry Certificates and the NIMs Insurer, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class requesting the same. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee Securities Administrator or the Servicer Depositor is unable to locate a qualified successor, (b) the ServicerDepositor, to the extent permitted by lawat its sole option, advises the Trustee in writing Securities Administrator that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency Depository or (c) after the occurrence and continuation of an Event either of Defaultthe events in clauses (a) or (b) above, Certificateholders holding Certificate Owners of such Book-Entry Certificates evidencing Percentage Interests aggregating having not less than 66⅔% fifty one percent (51%) of the aggregate Voting Rights evidenced by any Class Principal Balance of such Book-Entry Certificates advise the Trustee Securities Administrator and the Clearing Agency through DTC Participants Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to the Book-Entry Certificates of such Class through the Clearing Agency Depository (or its successor) is no longer in the best interests of the Certificateholders with respect to Certificate Owners of such Class, then the Securities Administrator shall notify all Certificate Owners of such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust Securities Administrator shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall be deemed to be imposed upon and performed by the TrusteeSecurities Administrator, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trustee Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) Definitive Certificates will be issued to the Clearing Agency owners of beneficial interests in a Class of Book-Entry Certificates or their nominees if (i) the Servicer Depository notifies the Depositor and the Trustee in writing that the Depository is unwilling or unable to continue as Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to for the Book-Entry Certificates and a qualifying successor Clearing Agency is not appointed by the Trustee or the Servicer is unable to locate a qualified successorDepositor within 90 days thereof, (bii) the ServicerDepositor, to the extent permitted by lawat its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event of Default, Certificateholders holding Default shall have occurred and is continuing and Holders of Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% entitled to at least 51% of the aggregate Class Principal Balance of such Certificates Voting Rights thereof advise the Trustee Depository and the Clearing Agency through DTC Participants in writing Trustee that the continuation of a the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency Depository (or a successor thereto) is no longer in the best interests interest of Certificateholders. Upon notice of the Certificateholders with respect to such Certificatesoccurrence of either of the events described in the preceding sentence, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners, through the Clearing Agency, of the occurrence of any such the event and of the availability of Definitive CertificatesCertificates to such Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver the Definitive Certificates. Neither None of the CompanyDepositor, the Servicer, the Trust nor Fiscal Agent or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the Certificates Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder. (b) Distributions of principal and interest on the Definitive Certificates shall be made by the Trustee directly to holders of Definitive Certificates in accordance with the procedures set forth in this Agreement.

Definitive Certificates. If (a) If (i) the Clearing Agency or Seller advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Seller is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Seller at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and as reflected on the Trustee shall recognize Certificate Register, as the Holders of Definitive Certificates as Certificateholders hereunderapplicable Certificateholders.

Definitive Certificates. If If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Clearing Agency Depositor or the Servicer notifies Depository advises the Trustee in writing Securities Administrator that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the Depositary Depository Agreement with respect to the Book-Entry such Certificates and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (b) the ServicerDepositor, to with the extent permitted by lawconsent of Depository Participants, advises the Trustee in writing Securities Administrator that it elects to terminate the book-entry system with respect to the Book-Entry such Certificates through the Clearing Agency or (c) after Depository, then the occurrence Securities Administrator shall notify all Certificate Owners of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, through the Trustee shall notify all Certificateholders of Book-Entry Certificates Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Trustee Securities Administrator of the Book-Entry any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trustee on behalf of the Trust Securities Administrator shall execute and the Trustee or any Authenticating Agent shall authenticate countersign and deliver the such Definitive Certificates. Neither the Company, the Servicer, the Trust Depositor nor the Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner’s Voting Rights in the issuance related Class of Definitive Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for all an equivalent Voting Right in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates all references herein to obligations imposed upon or and the Certificate Principal Balance being exchanged, the Depository Participant account to be performed by debited with the Clearing Agency shall be deemed to be imposed upon decrease, the registered holder of and performed delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Securities Administrator shall instruct the Depository to reduce the extent applicable related Depository Participant’s account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute, authenticate and deliver, in accordance with respect to the registration and delivery instructions provided by the Depository, a definitive Certificate evidencing such Definitive Certificate Owner’s Voting Rights in such Class of Certificates and (iii) the Securities Administrator shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates, and the Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) If (i) the Clearing Agency or Seller advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Seller is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Seller at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Owner Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Definitive Certificates as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all references herein or any portion of the Percentage Interest (subject to obligations imposed the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit C, (c) unless the transferee is a U.S. Affiliate of the Seller, an executed Certificate Investor Representation Letter in the form of Exhibit B (unless the Seller shall have received an opinion of nationally recognized tax counsel to the effect that such transfer without an executed Certificate Investor Representation Letter substantially in the form of Exhibit B will not cause the Issuer to be performed treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes and the Seller shall have consented in writing that no such written representation letter is required) and (d) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Clearing Agency Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall be deemed to be imposed upon record the name of such transferee as a Certificateholder and performed by its Percentage Interest in the Trustee, to Certificate Register and the extent applicable with respect to such Definitive CertificatesOwner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall recognize execute, and the Holders Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Certificates. If (a) If (i) the Clearing Agency or Depositor advises the Servicer notifies Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry Certificates Certificates, and the Trustee or the Servicer Depositor is unable to locate a qualified successor, successor or (bii) the Servicer, to the extent permitted by law, Depositor at its option advises the Owner Trustee and the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of DefaultAgency, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 66⅔% of the aggregate Class Principal Balance of such Certificates advise the Trustee and then the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive CertificatesCertificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions from the Clearing Agency for registrationinstructions, the Certificate Registrar shall promptly notify the Owner Trustee thereof, and the Owner Trustee shall execute, in the name of and on behalf of the Trust shall execute Issuer, and the Trustee or any Authenticating Agent Certificate Registrar shall register, authenticate and deliver the Definitive CertificatesCertificates representing the Certificates in accordance with the instructions of the Clearing Agency. Neither None of the CompanyIssuer, Certificate Registrar, the Servicer, Indenture Trustee or the Trust nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. (b) Subject to the transfer restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (i) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (ii) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (iii) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register, and shall notify the Owner Trustee thereof, whereupon the Owner Trustee shall execute, in the name of and on behalf of the Issuer, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall recognize execute, in the Holders name of and on behalf of the Issuer, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, in the name of and on behalf of the Issuer, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. Definitive Certificates as Certificateholders hereunderwill not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.