Common use of Definitive Certificates Clause in Contracts

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

Definitive Certificates. If (ai)(A) the Depositor Master Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the Trust Administrator 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 dismissal or resignation of Defaultthe Master Servicer, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee 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 shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Administrator Office. The Master Servicer shall authenticate arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Master Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the Trust Administrator 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 dismissal or resignation of Defaultthe Master Servicer, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Class Principal Balance Voting Interests of the each outstanding Subclass of Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee 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 shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Administrator Office. The Master Servicer shall authenticate arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its optionwith the consent of the applicable Participants, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesCertificates and the applicable Participants consent, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Master Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the Trust Administrator 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 the occurrence of an Event dismissal or resignation of Defaultthe Master Servicer, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee 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 shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Administrator Office. The Master Servicer shall authenticate arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Master Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the Trust Administrator 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 dismissal or resignation of Defaultthe Master Servicer, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Beneficial Owners the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee 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 shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Administrator Office. The Master Servicer shall authenticate arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its optionwith the consent of the applicable Participants, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesCertificates and the applicable Participants consent, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If for any Certificates issued as Book-Entry Certificates (ai) the Depositor Administrator advises the Trust Administrator Owner Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the such Certificates and the Trust Administrator or on behalf of the Depositor Issuer is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (cii) after the occurrence of an Event of DefaultDefault or a Servicer Termination Event, Holders of Book-Entry Certificates evidencing not less Owners representing more than 66-2/350% of the aggregate Class Principal Balance of the Book-Entry Certificates Percentage Interest advise the Trust Administrator Depository in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency Depository is no longer in the best interests of such Owners, then the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Depository shall notify all Holders of such Certificates Owners and the Owner Trustee in writing of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to such Owners requesting the same. Upon surrender to the Trust Administrator Owner Trustee of the typewritten Certificate or Certificates representing such Book-Entry Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trust Administrator Issuer shall execute and the Owner Trustee shall authenticate and deliver the related Definitive CertificatesCertificates in accordance with the instructions of the Depository. Neither None of the Depositor nor Issuer, the Trust Administrator Administrator, the Certificate Registrar or 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, the Issuer, the Certificate Registrar and the Trust Administrator 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 Depository.

Definitive Certificates. If Fully registered definitive Certificates representing a beneficial interest in the Certificates ("Definitive Certificates") may be issued to the Seller. Definitive Certificates shall be issued in the form set forth in Exhibit A-1. In addition to the extent (a) the Depositor Administrator advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, Administrator at its option, option advises the Trust Administrator 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 (c) after the occurrence of an Event of Default or a Servicer Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% Certificate Owners representing beneficial interests aggregating at least a majority of the aggregate Class Principal Balance of the Book-Entry Certificates Voting Interests advise the Trust Administrator Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests interest of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Owner Trustee of the such printed Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Owner Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive CertificatesAgency. Neither the Depositor Certificate Registrar nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If (ai) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the as Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (bii) the Depositor, at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing Certificate owners representing beneficial interests aggregating not less than 66-2/351% of the aggregate Class Principal Certificate Balance of the Book-Entry Certificates advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, Trustee through the Trust Administrator Clearing Agency shall notify all Holders of such Certificates Certificate Owners of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration Agency of the global Certificates representing the Certificates and instructions from the Clearing Agency for re-registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Depositor, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Depositor is unable to locate a qualified successor Clearing Agency.

Definitive Certificates. If Book-Entry Certificates have been issued with respect to any series or Class and (a) the Depositor Seller advises the Trust Administrator in writing Trustee that the Clearing Agency Depository is no longer willing or able to discharge properly discharge its responsibilities under the Depository Agreement with respect to the Certificates such Series or Class and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (b) the DepositorSeller, at its option, advises the Trust Administrator in writing Trustee that it elects to terminate the book-entry system with respect to the Book-Entry Certificates such Series or Class through the Clearing Agency Depository or (c) after the occurrence of an Event of a Service Default, Holders Certificate Owners of Book-Entry Certificates such Series or Class evidencing not less than 66-2/350% of the aggregate unpaid principal amount of such Series or Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing Trustee and the Depository through the Depository Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Certificates Series or Class through the Clearing Agency Depository is no longer in the best interests of the Holders of such Certificates Certificate owners with respect to the Book-Entry such Certificates, then the Trust Administrator Trustee shall notify all Holders Certificate Owners of such Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trust Administrator Trustee of the any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trust Administrator Trustee shall authenticate and deliver the such Definitive Certificates. Neither the Depositor Seller nor the Trust Administrator 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 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 Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trust Administrator Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

Definitive Certificates. If (ai) the Depositor Administator advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, ; (bii) the DepositorAdministrator, at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% Certificate Owners representing beneficial interests aggregating at least a majority of the aggregate Class Principal Balance of the Book-Entry Certificates Percentage Interests advise the Trust Administrator Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Owner Trustee of the such typewritten Certificate or Certificates representing the Book-Entry Certificate by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trust Administrator shall execute and the Owner Trustee shall authenticate and deliver the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither None of the Depositor nor Trust, the Trust Administrator Certificate Registrar 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If Fully registered definitive Certificates representing a beneficial interest in the Certificates ("Definitive Certificates") may be issued under this Agreement. Definitive Certificates shall be issued in the form set forth in Exhibit A-1. In addition, to the extent (a) the Depositor Administrator advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, Administrator at its option, option advises the Trust Administrator 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 (c) after the occurrence of an Event of Default or a Servicer Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% Certificate Owners representing beneficial interests aggregating at least a majority of the aggregate Class Principal Balance of the Book-Entry Certificates Voting Interests advise the Trust Administrator Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests interest of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Owner Trustee of the such printed Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Owner Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive CertificatesAgency. Neither the Depositor Certificate Registrar nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If Book-Entry Certificates have been issued pursuant to Section 6.11 and if (ai)(A) the Depositor advises Transferors advise the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities under the Depository Agreement with respect to Agreement, and (B) the Certificates and the Trust Administrator Trustee or the Depositor is Transferors are unable to locate a qualified successor, (bii) the Depositor, Transferors at its their option, advises advise the Trust Administrator Trustee in writing that it they elects to terminate the book-entry system through the Clearing Agency with respect to the Book-Entry Certificates through the Clearing Agency or (ciii) after the occurrence of an Event of a Servicer Default, Holders of Book-Entry Certificates evidencing not less Certificate Owners representing beneficial interests aggregating more than 66-2/350% of the aggregate Class Principal Balance Invested Amount, of the Book-Entry Certificates any Series advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesCertificate Owners, the Trust Administrator Trustee shall notify all Holders of such Certificates Certificate Owners, through each applicable 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 Trust Administrator Trustee of the such Investor Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, registration the Trust Administrator Trustee shall authenticate and deliver issue the Definitive Certificates. Neither the Depositor Transferors, the Transfer Agent and Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, Trustee to the extent applicable with respect to such Definitive Certificates, Certificates and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (aa)(i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator 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 a Servicer Default, Holders of Certificate Book-Entry Certificates evidencing not less Holders representing Fractional Undivided Interests aggregating more than 66-2/350% of the aggregate Class Principal Balance of the Invested Amount held by such Certificate Book-Entry Certificates Holders of each affected Series then issued and outstanding advise the Trust Administrator Clearing Agency through 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 such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Certificate Book-Entry CertificatesHolders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Certificate Book-Entry Holders, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Book-Entry Holders requesting the same. Upon surrender to the Trust Administrator Trustee of the such Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver issue the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor or DTC advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai) the Depositor Depositor, the ----------------------- Administrator or the Servicer advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Book-Entry Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (bii) the Depositor, at its option, advises the Trust Administrator 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 DefaultServicing Termination, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance Certificate Owners of the Book-Entry Certificates representing beneficial interests aggregating not less than 51% of the Certificate Balance advise the Trust Administrator Owner Trustee and the Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of such Certificate Owners, then the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such Certificates Certificate Owners and the Owner Trustee in writing of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trust Administrator Certificate Registrar of the such typewritten Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Owner Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registrationAgency. None of the Trust, the Trust Administrator shall authenticate and deliver Certificate Registrar or the Definitive Certificates. Neither the Depositor nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If (aa)(i) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (b) the DepositorSeller, at its option, advises the Trust Administrator 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/3% a majority of the aggregate Class Principal A Certificate Balance of the Book-Entry Certificates or Class B Certificate Balance, as applicable, advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders Certificate Owners of such Certificates with respect to class, then the Book-Entry Certificates, the Trust Administrator Trustee shall notify the Clearing Agency and request that the Clearing Agency notify all Holders Certificate Owners of such Certificates class of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners of such class requesting the same. Upon surrender to the Trust Administrator Trustee of the Certificates of such Certificates class by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the applicable Definitive Certificates of such class and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Seller, the Certificate Registrar nor the Trust Administrator 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 Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) (i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator 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 a Servicer Default or an Event of DefaultEarly Amortization Event, Holders of Certificate Book-Entry Certificates evidencing not less Holders representing Fractional Undivided Interests aggregating more than 66-2/350% of the aggregate Class Principal Balance of the Invested Amount held by such Certificate Book-Entry Certificates Holders of each affected Series then issued and outstanding advise the Trust Administrator Clearing Agency through 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 such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Certificate Book-Entry CertificatesHolders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Certificate Book-Entry Holders, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Book-Entry Holders requesting the same. Upon surrender to the Trust Administrator Trustee of the such Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver issue the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai) the Depositor Depositor, the Administrator or the Servicer advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Book-Entry Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (bii) the Depositor, at its option, advises the Trust Administrator 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 DefaultServicing Termination, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance Certificate Owners of the Book-Entry Certificates representing beneficial interests aggregating not less than 51% of the Certificate Balance advise the Trust Administrator Owner Trustee and the Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of such Certificate Owners, then the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such Certificates Certificate Owners and the Owner Trustee in writing of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trust Administrator Certificate Registrar of the such typewritten Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Owner Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registrationAgency. None of the Trust, the Trust Administrator shall authenticate and deliver Certificate Registrar or the Definitive Certificates. Neither the Depositor nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If (aa)(i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator 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 a Servicer Default or an Event of DefaultEarly Amortization Event, Holders of Certificate Book-Entry Certificates evidencing not less Holders representing Fractional Undivided Interests aggregating more than 66-2/350% of the aggregate Class Principal Balance of the Invested Amount held by such Certificate Book-Entry Certificates Holders of each affected Series then issued and outstanding advise the Trust Administrator Clearing Agency through 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 such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Certificate Book-Entry CertificatesHolders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Certificate Book-Entry Holders, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Book-Entry Holders requesting the same. Upon surrender to the Trust Administrator Trustee of the such Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Company shall execute and the Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 104

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

Definitive Certificates. If If: (ai) the Depositor advises Depositary notifies the Trust Administrator in writing Company that the Clearing Agency it is no longer willing unwilling or able unable to properly discharge continue its responsibilities under the Depository Agreement services as securities depositary with respect to the HiMEDS Units and no successor Depositary has been appointed pursuant to Section 3.08 within 90 days after such notice; or (ii) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, and no successor Depositary has been appointed pursuant to Section 3.08 within 90 days after such notice; (iii) to the extent permitted by the Depositary, the Company determines at any time that the HiMEDS Units shall no longer be represented by Global Certificates and shall inform such Depositary of such determination and participants in such Depositary elect to withdraw their beneficial interests in the Trust Administrator HiMEDS Units from such Depositary, following notification by the Depositary of their right to do so; or (iv) a Beneficial Owner requests to exchange such Beneficial Owner’s interest in the Global Certificates for definitive Certificates in order to exercise or enforce such Beneficial Owner’s rights under the Depositor is unable to locate a qualified successorHiMEDS Units represented by such Global Certificates, then (bx) definitive Certificates shall be prepared by the Depositor, at its option, advises the Trust Administrator in writing that it elects to terminate the book-entry system Company with respect to such HiMEDS Units and delivered to the Book-Entry Certificates through the Clearing Agency or Purchase Contract Agent and (cy) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% upon surrender of the aggregate Class Principal Balance of Global Certificates representing the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates HiMEDS Units by the Clearing AgencyDepositary, accompanied by registration instructions from (other than in the Clearing Agency for registrationcase of clause (iv) above), the Trust Administrator Company shall authenticate cause definitive Certificates to be delivered to Beneficial Owners in accordance with instructions provided by the Depositary. The Company and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Purchase Contract Agent 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 Each definitive Certificate so delivered shall evidence HiMEDS Units of the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by same kind and tenor as the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with Global Certificate so surrendered in respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunderthereof.

Definitive Certificates. If The Class X, Class R-I, Class R-II and Class R-III Certificates shall be issued in the form of Definitive Certificates. With respect to the Class A Certificates, if (ai) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates Class A Certificates, and the Trust Administrator or the Depositor is unable to locate a qualified successor, ; (bii) the Depositor, Depositor at its option, option advises the Trust Administrator Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency Depository; or (ciii) after the occurrence of an Event of a Servicer Default, Holders of Book-Entry Certificates evidencing a Majority in Aggregate Voting Interest (not less than 66-2/3% of including any portion thereof attributable to the aggregate Class Principal Balance of the Book-Entry Certificates X Certificates) advise the Trust Administrator Depository in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency Depository is no longer in the best interests of the Holders Certificate Owners of such Certificates with respect to the Book-Entry Class A Certificates, then the Trust Administrator Depository shall notify all Holders of such 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 Trust Administrator Trustee of the such typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trust Administrator Trustee shall execute and authenticate and deliver the Definitive CertificatesCertificates in accordance with the instructions of the Depository. Neither the Depositor Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If Fully registered definitive Certificates representing a beneficial interest in the Certificates ("Definitive Certificates") may be issued to the Seller. Definitive Certificates shall be issued in the form set forth in Exhibit A-1. In addition, to the extent (a) the Depositor Administrator advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, Administrator at its option, option advises the Trust Administrator 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 (c) after the occurrence of an Event of Default or a Servicer Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% Certificate Owners representing beneficial interests aggregating at least a majority of the aggregate Class Principal Balance of the Book-Entry Certificates Voting Interests advise the Trust Administrator Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests interest of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Owner Trustee of the such printed Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Owner Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive CertificatesAgency. Neither the Depositor Certificate Registrar nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificates evidencing not less than 66-2/3% 66K% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and the Trust Administrator or (B) the Depositor is unable to locate a qualified successor, (bii) the Depositor, at its option, advises the Trust Administrator Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency with respect to some or (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance all of the Book-Entry Certificates or (iii) Beneficial Owners representing aggregate Percentage Interests of not less than 51% of the aggregate Percentage Interests of each outstanding Class of Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee by the Clearing AgencyAgency of the Certificates held of record by its nominee, accompanied by re-registration instructions from the Clearing Agency for registrationand directions to execute and authenticate new Certificates, the Trustee shall, at the Depositor's expense, execute and authenticate Definitive Certificates for delivery at its Corporate Trust Administrator Office. The Trustee shall authenticate arrange for the printing and deliver issuance of such Definitive Certificates at the Definitive Certificatesexpense and direction of the Depositor. Neither the Depositor nor the Trust Administrator 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 instructions and the issuance identification of Definitive Certificates all references herein to obligations imposed upon or to be performed the Beneficial Owners by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunderClearing Agency Participants.

Definitive Certificates. If (ai) the Depositor Depositor, the Administrator or the Servicer advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Book-Entry Certificates and the Trust Administrator Owner Trustee or the Depositor Administrator is unable to locate a qualified successor, (bii) the Depositor, at its option, advises the Trust Administrator 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 DefaultServicing Termination, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance Certificate Owners of the Book-Entry Certificates representing beneficial interests aggregating not less than 51% of the Certificate Balance advise the Trust Administrator Owner Trustee and the Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of such Certificate Owners, then the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Owner Trustee of the such typewritten Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Depositor shall execute and the Owner Trustee shall authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registrationAgency. None of the Trust, the Trust Administrator shall authenticate and deliver Certificate Registrar or the Definitive Certificates. Neither the Depositor nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

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

Definitive Certificates. If (ai)(A) the Depositor Servicer ----------------------- advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Servicer is unable to locate a qualified successor, (bii) the DepositorServicer, at its option, advises the Trust Administrator 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 dismissal or resignation of Defaultthe Servicer, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee by the Clearing AgencyAgency of the Certificates held of record by its nominee, accompanied by re-registration instructions and directions to execute and authenticate new Certificates from the Clearing Agency for registrationServicer, the Trustee shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Administrator Office. The Servicer shall authenticate arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Depositor, the Servicer nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai) the Depositor Depositor, the Administrator or the Servicer advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Book-Entry Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (bii) the Depositor, at its option, advises the Trust Administrator 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 DefaultServicing Termination, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance Certificate Owners of the Book-Entry Certificates representing beneficial interests aggregating not less than 51% of the Certificate Balance advise the Trust Administrator Owner Trustee and the Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of such Certificate Owners, then the Holders Clearing Agency shall notify all Certificate Owners and the Owner Trustee in writing of the occurrence of such event and of the availability of Definitive Certificates with respect to Certificate Owners requesting the same. Upon surrender by the Clearing Agency to the Certificate Registrar of the Certificates representing the Book-Entry Certificates, accompanied by registration instructions, the Trust Administrator Owner Trustee shall notify all Holders execute and authenticate the Definitive Certificates in accordance with the instructions of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from . None of the Clearing Agency for registrationTrust, the Trust Administrator shall authenticate and deliver Certificate Registrar or the Definitive Certificates. Neither the Depositor nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. The Certificates initially issued in favor of Seller will, unless otherwise directed by Seller, be in the form of Definitive Certificates to be executed and authenticated by the Owner Trustee. If Book-Entry Certificates are issued, and, subsequent to such issuance, (a) the Depositor Servicer advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates Certificates, and the Trust Administrator or the Depositor Servicer is unable to locate a qualified successor, (b) the Depositor, Servicer at its option, option advises the Trust Administrator 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, Holders Owners of Book-Entry Certificates evidencing not less than 66-2/3% representing beneficial interests aggregating at least a majority of the aggregate Class Principal Certificate Balance of the Book-Entry Certificates advise the Trust Administrator Clearing Agency and Owner Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests interest of the Holders Owners of such Certificates with respect to the Book-Entry Certificates, then the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Owner Trustee of the such typewritten Certificate or Certificates representing the Book Entry Certificates by the Clearing Agency, accompanied by registration instructions, Owner Trustee shall execute and authenticate, or cause to be authenticated, the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive CertificatesAgency. Neither the Depositor Certificate Registrar nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.conclusively

Definitive Certificates. If (ai)(A) the Depositor Master Servicer advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the 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, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator shall notify all Holders of such 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 Trust Administrator of the such 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 Trust Administrator shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer nor the Trustee, the 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Certificate Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Certificate Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

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

Definitive Certificates. If (ai)(A) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under as described in the Depository Agreement with respect to Letter of Representations and (B) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (bii) the Depositor, Seller at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificate Owners representing beneficial interests in Class A Certificates evidencing or Class B Certificates aggregating not less than 66-2/351% of the aggregate Class Principal Balance Voting Interests of the Book-Entry Certificates related Class, advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency with respect to such Class is no longer in the best interests of the Holders of such Certificates with respect to related Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates Certificate Owners, through the Clearing Agency, 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 Trust Administrator Trustee of the such related Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Seller, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Seller is unable to locate a qualified successor Clearing Agency.

Definitive Certificates. If (ai)(A) the Depositor Seller advises ----------------------- the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement with respect to Agreement, and (B) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (bii) the DepositorSeller, at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/351% of the aggregate Class Principal A Certificate Balance of the Book-Entry Certificates advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Trustee shall notify the Clearing Agency and request that the Clearing Agency notify all Holders of such Certificates 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 the Trust Administrator Trustee of the such Class A Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Seller, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Seller is unable to locate a qualified successor Clearing Agency.

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

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

Definitive Certificates. If (a) DTC or the Depositor advises the Trust Administrator in writing Trustee that the Clearing Agency DTC is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates continue as depositary, and the Trust Administrator or the Depositor is unable to locate does not appoint a qualified successor, successor within 90 days; or (b) the Depositoran Available Information Event occurs, at its optionthen, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the any such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificatescase, the Trust Administrator Trustee shall notify all Holders of such Certificates DTC of the occurrence of any such event and of its intent to make definitive Certificates available, and shall request the surrender by DTC to the Trustee of the global Certificate or Certificates evidencing the Certificates and shall notify all DTC participants with interest in the Class _____ Certificates of the availability of Definitive Certificatesdefinitive certificates through DTC. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agencysurrender, accompanied by registration instructions from the Clearing Agency for registrationDTC, the Trust Administrator Trustee shall execute and authenticate and deliver the Definitive Certificatesdefinitive Certificates in accordance with the instructions of DTC. Neither the Depositor Certificate Registrar nor the Trust Administrator 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 Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders registered holders of Definitive the definitive Certificates as Certificateholders hereunderand shall notify the Underlying Securities Issuer that the Underlying Securities are held pursuant to this Trust Agreement and that the holders of the Certificates constitute record holders of the Underlying Securities.

Definitive Certificates. If (ai)(A) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and the Trust Administrator or (B) the Depositor is unable to locate a qualified successor, (bii) the Depositor, at its option, advises the Trust Administrator 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 dismissal or resignation of the Servicer, Beneficial Owners representing an Event aggregate Principal Balance of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Class Principal Balance Voting Interest of the each outstanding Subclass of Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee by the Clearing AgencyAgency of the Certificates held of record by its nominee, accompanied by re-registration instructions and directions to authenticate new Certificates from the Clearing Agency for registrationDepositor, the Trust Administrator Trustee shall authenticate Definitive Certificates for delivery, at its Corporate Trust Office. The Depositor shall arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Depositor, the Servicer nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under as described in the Depository Agreement with respect to Letter of Representations and (B) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (bii) the Depositor, Seller at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificate Owners representing beneficial interests in the Certificates evidencing aggregating not less than 66-2/351% of the aggregate Class Principal Balance of the Book-Entry Certificates Voting Interests thereof advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates Certificate Owners, 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 Trust Administrator Trustee of the such typewritten certificates representing Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Seller, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Seller is unable to locate a qualified successor Clearing Agency.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 115

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Master Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the Trust Administrator 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 dismissal or resignation of Defaultthe Master Servicer, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee 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 shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Administrator Office. The Master Servicer shall authenticate arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.Clearing

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator Trustee in writing that it elects to terminate the book-book- entry system with respect to the Book-Entry Publicly Offered Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Holders of Book-Entry Publicly Offered Certificates evidencing not less than 66-2/3% of the aggregate Class Certificate Principal Balance of the Book-Entry Publicly Offered Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Publicly Offered Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates Publicly Offered Certificateholders with respect to the Book-Entry Publicly Offered Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates Publicly Offered Certificateholders of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Publicly Offered Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor Depositor, the Fiscal Agent nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 107

Definitive Certificates. If Book-Entry Certificates have been issued with respect to any Series or Class and (a) the Depositor Seller advises the Trust Administrator in writing Trustee that the Clearing Agency Depository is no longer willing or able to discharge properly discharge its responsibilities under the Depository Agreement with respect to the Certificates such Series or Class and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (b) the DepositorSeller, at its option, advises the Trust Administrator in writing Trustee that it elects to terminate the book-entry system with respect to the Book-Entry Certificates such Series or Class through the Clearing Agency Depository or (c) after the occurrence of an Event of a Servicer Default, Holders Certificate owners of Book-Entry Certificates such Series or Class evidencing not less more than 66-2/350% of the aggregate unpaid principal amount of such Series or Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing Trustee and the Depository through the Depository Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Certificates Series or Class through the Clearing Agency 71 Depository is no longer in the best interests of the Holders of such Certificates Certificate Owners with respect to the Book-Entry such Certificates, then the Trust Administrator Trustee shall notify all Holders Certificate Owners of such Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trust Administrator Trustee of the any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trust Administrator Trustee shall authenticate and deliver the such Definitive Certificates. Neither the Depositor Seller nor the Trust Administrator 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 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 Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trust Administrator Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 109

Definitive Certificates. If Book-Entry Certificates have been issued with respect to any Series or Class and (a) the Depositor Transferor advises the Trust Administrator in writing Trustee that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities under the Depository Depositary Agreement with respect to the Certificates such Series or Class and the Trust Administrator Trustee or the Depositor Transferor is unable to locate a qualified successor, (b) the DepositorTransferor, at its option, advises the Trust Administrator in writing Trustee 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, Holders Certificate Owners of Book-Entry Certificates such Series or Class evidencing not less than 66-2/350% of the aggregate unpaid principal amount of such Series or Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing Trustee, the Transferor and the Clearing Agency through the Clearing Agency Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Certificates Series or Class through the Clearing Agency is no longer in the best interests of the Holders of such Certificates Certificate Owners with respect to the Book-Entry such Certificates, then the Trust Administrator Trustee shall notify all Holders Certificate Owners of such Certificates 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 Trust Administrator Trustee of the any such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Transferor shall execute and the Trustee shall authenticate and deliver the such Definitive Certificates. Neither the Depositor Transferor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.such

Definitive Certificates. If (aa)(i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator 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 a Master Servicer Default, Holders of Book-Entry Certificates evidencing not less Certificateholders representing more than 66-2/350% of the aggregate Class Principal Balance of the Invested Amount held by such Book-Entry Certificates Certificateholders of each affected Series then issued and outstanding advise the Trust Administrator Clearing Agency through 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 such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesCertificateholders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Clearing Agency Participants of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Book-Entry Certificateholders requesting the same. Upon surrender to the Trust Administrator Trustee of the such Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Company shall execute and the Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator 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 Depositor advises the Trust Administrator in writing Trustee that the Clearing Agency Depository is no longer willing or able to discharge properly discharge its responsibilities under the Depository Agreement with respect to the Certificates such Series or Class and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator in writing Trustee that it elects to terminate the book-entry system with respect to the Book-Entry Certificates such Series or Class through the Clearing Agency Depository or (c) after the occurrence of an Event of a Servicer Default, Holders Certificate Owners of Book-Entry Certificates such Series or Class evidencing not less than 66-2/350% of the aggregate unpaid principal amount of such Series or Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing Trustee and the Depository through the Depository Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Certificates Series or Class through the Clearing Agency Depository is no longer in the best interests of the Holders of such Certificates Certificate Owners with respect to the Book-Entry such Certificates, then the Trust Administrator Trustee shall notify all Holders Certificate Owners of such Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trust Administrator Trustee of the any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trust Administrator Trustee shall execute, on behalf of the Trust, and authenticate and deliver the such Definitive Certificates. Neither the Depositor nor the Trust Administrator 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 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 Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trust Administrator Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) Book Entry Certificates have been issued with respect to any Series or Class and the Depositor advises Transferors advise the Trust Administrator in writing Trustee that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities under the Depository Agreement with respect to the Certificates such Series or Class and the Trust Administrator Trustee or the Depositor is Transferors are unable to locate a qualified successor, (b) the DepositorTransferors, at its their option, advises advise the Trust Administrator in writing Trustee 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, Holders Certificate Owners of Book-Entry Certificates such Series or Class evidencing not less more than 66-2/350% of the aggregate unpaid principal amount of such Series or Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing Trustee and the Clearing Agency through the Clearing Agency Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Certificates Series or Class through the Clearing Agency is no longer in the best interests of the Holders of such Certificates Certificate Owners with respect to the Book-Entry such Certificates, then the Trust Administrator Trustee shall notify all Holders Certificate Owners of such Certificates 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 Trust Administrator Trustee of the any such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Bank shall execute and the Trustee shall authenticate and deliver the such Definitive Certificates. Neither the Depositor Transferors nor the Trust Administrator 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 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 Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

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

Definitive Certificates. If (ai) the Depositor Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates Certificates, and the Trust Administrator or the Depositor Servicer is unable to locate a qualified successor, (bii) the Depositor, Servicer at its option, option advises the Trust Administrator 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, Holders of Book-Entry Certificates evidencing not less than 66-2/3% Certificate Owners representing beneficial interests aggregating at least a majority of the aggregate Class Principal Balance Outstanding Amount of the Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency in writing that the continuation of a book-book entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Trustee of the such typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registrationinstructions, the Trust Administrator shall execute and the Trustee shall authenticate and deliver the Definitive CertificatesCertificates in accordance with the instructions of the Clearing Agency. Neither None of the Depositor nor Trust, the Trust Administrator Certificate Registrar or the 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If (ai)(A) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement with respect to Agreement, and (B) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (bii) the DepositorSeller, at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/351% of the aggregate Class Principal A Certificate Balance of the Book-Entry Certificates advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Trustee shall notify the Clearing Agency and request that the Clearing Agency notify all Holders of such Certificates 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 the Trust Administrator Trustee of the such Class A Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Seller, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Seller is unable to locate a qualified successor Clearing Agency.

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

Definitive Certificates. If (ai) the Depositor Administrator ----------------------- advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates Certificates, and the Trust Administrator or the Depositor is unable to locate a qualified successor, (bii) the Depositor, Administrator at its option, option advises the Trust Administrator 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 Default or a Servicer Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% Certificate Owners representing beneficial interests aggregating at least a majority of the aggregate Class Principal Balance of the Book-Entry Certificates Voting Interests advise the Trust Administrator Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests interest of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Owner Trustee of the such typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Owner Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive CertificatesAgency. Neither the Depositor Certificate Registrar nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its optionwith the consent of the applicable Participants, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesCertificates and the applicable Participants consent, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Class A Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Holders of Book-Entry Class A Certificates evidencing not less than 66-2/3% of the aggregate Class Certificate Principal Balance of the Book-Entry Class A Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Class A Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability 77 of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (aa)(i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator Trustee in writing that it elects to terminate the book-entry bookentry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of a Servicer Default or an Event of DefaultEarly Amortization Event, Certificate BookEntry Holders of Book-Entry Certificates evidencing not less representing Fractional Undivided Interests aggregating more than 66-2/350% of the aggregate Class Principal Balance Invested Amount held by such Certificate BookEntry Holders of each affected Series then issued and outstanding (and, if applicable, the Book-Entry Certificates Majority Letter of Credit Banks and the Majority Liquidity Banks) advise the Trust Administrator Clearing Agency through the Clearing Agency Participants in writing writing, and the Clearing Agency shall so notify the Trustee, that the continuation of a book-entry bookentry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesCertificate BookEntry Holders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Certificate BookEntry Holders, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate BookEntry Holders requesting the same. Upon surrender to the Trust Administrator Trustee of the such BookEntry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver issue the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator 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 Depositor Seller advises the Trust Administrator in writing Trustee that the Clearing Agency Depository is no longer willing or able to discharge properly discharge its responsibilities under the Depository Agreement with respect to the Certificates such Series or Class and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (b) the DepositorSeller, at its option, advises the Trust Administrator in writing Trustee that it elects to terminate the book-entry system with respect to the Book-Entry Certificates such Series or Class through the Clearing Agency Depository or (c) after the occurrence of an Event of a Service Default, Holders Certificate Owners of Book-Entry Certificates such Series or Class evidencing not less than 66-2/350% of the aggregate unpaid principal amount of such Series or Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing Trustee and the Depository through the Depository Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Certificates Series or Class through the Clearing Agency Depository is no longer in the best interests of the Holders of such Certificates Certificate Owners with respect to the Book-Entry such Certificates, then the Trust Administrator Trustee shall notify all Holders Certificate Owners of such Certificates Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trust Administrator Trustee of the any such Certificates by the Clearing AgencyDepository, accompanied by registration instructions from the Clearing Agency Depository for registration, the Trust Administrator Trustee shall authenticate and deliver the such Definitive Certificates. Neither the Depositor Seller nor the Trust Administrator 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 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 Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, Certificates and the Trust Administrator Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Master Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (b) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the Trust Administrator 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 dismissal or resignation of Defaultthe Master Servicer, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee 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 shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Administrator Office. The Master Servicer shall authenticate arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) (i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator 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 a Servicer Default, Holders of Certificate Book-Entry Certificates evidencing not less Holders representing Fractional Undivided Interests aggregating more than 66-2/350% of the aggregate Class Principal Balance of the Invested Amount held by such Certificate Book-Entry Certificates Holders of each affected Series then issued and outstanding advise the Trust Administrator Clearing Agency through 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 such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Certificate Book-Entry CertificatesHolders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Certificate Book-Entry Holders, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Book-Entry Holders requesting the same. Upon surrender to the Trust Administrator Trustee of the such Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver issue the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.79

Definitive Certificates. If (ai) (A) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to and (B) the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (bii) the Depositor, Depositor at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders the Clearing Agency at the direction of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/3% a majority of the aggregate Class Principal Balance of A Certificate Balance, advises the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, than the Book-Entry Certificates, the Trust Administrator Trustee shall notify the Clearing Agency and request that the Clearing Agency notify all Holders of such Certificates 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 the Trust Administrator Trustee of the such Class A Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither None of the Depositor Depositor, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Depositor is unable to locate a qualified successor Clearing Agency.

Definitive Certificates. If If (a) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (b) the DepositorSeller, at its option, advises the Trust Administrator Trustee in writing that it elects to terminate the book-book- entry system with respect to the Book-Entry Class A Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Holders of Book-Entry each Class of Class A Certificates evidencing not less than 66-2/3% of the aggregate Class Certificate Principal Balance of such Class of the Book-Entry Class A Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no 82 longer in the best interests of the Holders of such Certificates with respect to such Class of the Book-Entry Class A Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor Seller nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.]

Definitive Certificates. If (ai) (A) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to and (B) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (bii) the Depositor, Seller at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders the Clearing Agency at the direction of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/351% of the aggregate Class Principal Balance of A Certificate Balance, advises the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, than the Book-Entry Certificates, the Trust Administrator Trustee shall notify the Clearing Agency and request that the Clearing Agency notify all Holders of such Certificates 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 the Trust Administrator Trustee of the such Class A Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Seller, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Seller is unable to locate a qualified successor Clearing Agency.

Definitive Certificates. If (aa)(i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator 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 a Servicer Default, Holders of Certificate Book-Entry Certificates evidencing not less Holders representing Investor Certificateholders' Interests aggregating more than 66-2/350% of the aggregate Class Principal Balance of the Invested Amount held by such Certificate Book-Entry Certificates Holders of each affected Series then issued and outstanding advise the Trust Administrator Clearing Agency through 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 such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Certificate Book-Entry CertificatesHolders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Certificate Book-Entry Holders, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Book-Entry Holders requesting the same. Upon surrender to the Trust Administrator Trustee of the such Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver issue the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) (i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator 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 a Servicer Default, Holders of Certificate Book-Entry Certificates evidencing not less Holders representing Fractional Undivided Interests aggregating more than 66-2/350% of the aggregate Class Principal Balance of the Invested Amount held by such Certificate Book-Entry Certificates Holders of each affected Series then issued and outstanding advise the Trust Administrator Clearing Agency through 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 such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Certificate Book-Entry CertificatesHolders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Certificate Book-Entry Holders, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Book-Entry Holders requesting the same. Upon surrender to the Trust Administrator Trustee of the such Book-Entry Certificates by the Clearing Agency, accompanied by registration 72 instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver issue the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under as described in the Depository Agreement with respect to Letter of Representations and (B) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (bii) the Depositor, Seller at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders of Book-Entry Certificate Owners representing beneficial interests in the Class A Certificates evidencing aggregating not less than 66-2/351% of the aggregate Class Principal Balance of the Book-Entry Certificates Voting Interests thereof advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates Certificate Owners, 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 Trust Administrator Trustee of the such Class A Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Seller, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Class A Certificateholders hereunder.. The Trustee shall not be liable if the Trustee or the Seller is unable to locate a qualified successor Clearing Agency. ARTICLE SIXTEEN

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its optionwith the consent of the applicable Participants, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesCertificates and the applicable Participants consent, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 147

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificates evidencing not less than 66-2/3% 66K% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 110

Definitive Certificates. If (a) the Depositor Administrator advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, Administrator at its option, option advises the Trust Administrator 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 (c) after the occurrence of an Event of Default or a Servicer Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% Certificate Owners representing beneficial interests aggregating at least a majority of the aggregate Class Principal Balance of the Book-Entry Certificates Voting Interests advise the Trust Administrator Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests interest of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Owner Trustee of the such printed Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Owner Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive CertificatesAgency. Neither the Depositor Certificate Registrar nor the Trust Administrator Owner Trustee shall be liable for any delay in delivery of such instructions instruc tions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of Definitive the Defini tive Certificates as Certificateholders hereunderCertificateholders.

Definitive Certificates. If (ai) the Depositor Depositor, the ----------------------- Administrator or the Master Servicer advises the Trust Administrator Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Book-Entry Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (bii) the Depositor, at its option, advises the Trust Administrator 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 Defaulta Master Servicer Termination Event, Holders of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/351% of the aggregate Class Principal Certificate Balance of the Book-Entry Certificates advise the Trust Administrator Owner Trustee and the Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of such Certificate Owners, then the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such Certificates Certificate Owners and the Owner Trustee in writing of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Trust Administrator Certificate Registrar of the such typewritten Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Owner Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registrationAgency. None of the Issuer, the Trust Administrator shall authenticate and deliver Certificate Registrar or the Definitive Certificates. Neither the Depositor nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.Certificateholders. ARTICLE FOUR

Definitive Certificates. If (a) (i) the Depositor Company advises the Trust Administrator Trustee in writing that the any Clearing Agency is no longer willing or able to properly discharge its responsibilities under the applicable Depository Agreement with respect to Agreement, and (ii) the Certificates and the Trust Administrator or the Depositor Company is unable to locate a qualified successor, (b) the DepositorCompany, at its option, advises the Trust Administrator 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 a Servicer Default, Holders of Certificate Book-Entry Certificates evidencing not less Holders representing Fractional Undivided Interests aggregating more than 66-2/350% of the aggregate Class Principal Balance of the Invested Amount held by such Certificate Book-Entry Certificates Holders of each affected Series then issued and outstanding advise the Trust Administrator Clearing Agency through 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 such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Certificate Book-Entry CertificatesHolders, the Trust Administrator Trustee shall notify all Holders of such Certificates the Clearing Agency, which shall be responsible to notify the Certificate Book-Entry Holders, of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Book-Entry Holders requesting the same. Upon surrender to the Trust Administrator Trustee of the such Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver issue the Definitive Certificates. Neither the Depositor Company nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon Amended and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.Restated Pooling Agreement 96

Definitive Certificates. If (ai) the Depositor Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor Seller is unable to locate a qualified successor, (bii) the Depositor, Seller at its option, option advises the Trust Administrator 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 a Servicer Default, Holders of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/3% a majority of the aggregate Class Principal Balance outstanding principal amount of the Book-Entry Certificates advise the Trust Administrator Trustee and the Clearing Agency in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, then the Book-Entry Certificates, the Trust Administrator Clearing Agency shall notify all Holders of such 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 Trust Administrator Trustee of the such typewritten Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions from of the Clearing Agency for registrationAgency. None of the Seller, the Trust Administrator shall authenticate and deliver Certificate Registrar or the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator 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 (ai)(A) the Depositor Master Servicer advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the 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, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator shall notify all Holders of such 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 Trust Administrator of the such 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 Trust Administrator shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer nor the 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 105

Definitive Certificates. If (a) the Depositor advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator Trustee or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the Trust Administrator 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, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator Trustee shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency 135 shall be deemed to be imposed upon and performed by the Trust AdministratorTrustee, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% 66K% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 140

Definitive Certificates. If (ai) (A) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to and (B) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (bii) the Depositor, Seller at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders the Clearing Agency at the direction of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/3[ ]% of the aggregate Class Principal Balance of A Certificate Balance, advises the Book-Entry Certificates advise the Trust Administrator Trustee in writing that the a continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to Certificate Owners, than the Book-Entry Certificates, the Trust Administrator Trustee shall notify the Clearing Agency and request that the Clearing Agency notify all Holders of such Certificates 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 the Trust Administrator Trustee of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither None of the Depositor Seller, the Certificate Registrar nor the Trust Administrator Trustee shall be liable for any delay in delivery of such instructions and may xxxx xxx conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by Certificates, the Clearing Agency Trustee shall be deemed to be imposed upon and performed by protected in relying on, such instructions. Upon the Trust Administrator, to the extent applicable with respect to such issuance of Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Seller is unable to locate a qualified successor Clearing Agency.

Definitive Certificates. If (ai)(A) the Depositor Seller advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement with respect to Agreement, and (B) the Certificates and the Trust Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (bii) the DepositorSeller, at its option, advises the Trust Administrator 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 the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing Certificate Owners representing beneficial interests aggregating not less than 66-2/3% a majority of the aggregate Class Principal A Certificate Balance of the Book-Entry Certificates or Class B Certificate Balance, as applicable, advise the Trust Administrator Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders Certificate Owners of such Certificates with respect to class, then the Book-Entry Certificates, the Trust Administrator Trustee shall notify the Clearing Agency and request that the Clearing Agency notify all Holders Certificate Owners of such Certificates class of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners of such class requesting the same. Upon surrender to the Trust Administrator Trustee of the Certificates of such Certificates class by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator Trustee shall authenticate issue the applicable Definitive Certificates of such class and deliver such Definitive Certificates in accordance with the Definitive Certificatesinstructions of the Clearing Agency. Neither the Depositor Seller, the Certificate Registrar nor the Trust Administrator 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 Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Master Servicer advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Master Servicer is unable to locate a qualified successor, (bii) the DepositorMaster Servicer, at its option, advises the 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, Holders Beneficial Owners representing aggregate Voting Interests of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Voting Interests of each outstanding Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator shall notify all Holders of such 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 Trust Administrator of the such 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 Trust Administrator shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Depositor Seller, the Master Servicer, the Trustee nor the 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (ai)(A) the Depositor Servicer advises the Trust Administrator Trustee in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities under the Depository Agreement as depository with respect to the Certificates Book-Entry Certificates, and (B) the Trust Administrator or the Depositor Servicer is unable to locate a qualified successor, (bii) the DepositorServicer, at its option, advises the Trust Administrator 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 dismissal or resignation of the Servicer, Beneficial Owners representing an Event aggregate Principal Amount of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/351% of the aggregate Class Principal Balance Voting Interest of the each outstanding Subclass of Book-Entry Certificates advise the Trust Administrator Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry CertificatesBeneficial Owners, the Trust Administrator Trustee shall notify all Holders of such 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 Trust Administrator of the such Certificates Trustee by the Clearing AgencyAgency of the CitiCertificates held of record by its nominee, accompanied by re-registration instructions and directions to execute and authenticate new CitiCertificates from the Clearing Agency for registrationCMSI, the Trustee shall execute and authenticate Definitive Certificates for deliver, at its Corporate Trust Administrator Office. CMSI shall authenticate arrange for, and deliver will bear all costs of, the printing and issuance of such Definitive Certificates. Neither CMSI, the Depositor Servicer nor the Trust Administrator 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 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 Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.

Definitive Certificates. If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, at its option, advises the 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 (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of the such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.. 128